1010-00002 · Client 1010 · Credit Facility

payoff-letter-keypoint.docx DOCUMENT Capital Markets

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KEYPOINT NATIONAL BANK, NATIONAL ASSOCIATION 200 Public Square Cleveland, OH 44114

Telephone: (216) 555-8000 Facsimile: (216) 555-8001

February 13, 2024

PAYOFF LETTER AND LIEN RELEASE AUTHORIZATION

Re: Credit Agreement dated as of March 15, 2022 (as amended by the First Amendment to Credit Agreement dated as of January 18, 2024), among Arbor Health Technologies Inc. (as Borrower), Keypoint National Bank, National Association (as Administrative Agent), and Stonemill Capital Bank (as Lender) — $150,000,000 Senior Secured Revolving Credit Facility

Section 1: Addressees

Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

Attention: David Halderman, Chief Financial Officer

Rachel Moynihan, General Counsel & Corporate Secretary

With copies to:

Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

Attention: Theodore Langston / Eric Johannsen (Issuer's Counsel)

Whitfield Barrow & Co., LLC 383 Madison Avenue New York, NY 10179

Attention: Jonathan Pritchett (Lead Left Bookrunner / Representative of the Underwriters)

Section 2: Recitals and Background

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of March 15, 2022 (the "Original Credit Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Borrower"), Keypoint National Bank, National Association, in its capacity as administrative agent (in such capacity, the "Administrative Agent"), and Stonemill Capital Bank, in its capacity as lender (the "Lender"), as amended by that certain First Amendment to Credit Agreement dated as of January 18, 2024 (the "First Amendment," and together with the Original Credit Agreement, as so amended, the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

The Credit Agreement provides for a $150,000,000 senior secured revolving credit facility (the "Facility"). The Facility bears interest at a rate per annum equal to the applicable Term SOFR rate (as determined in accordance with the Credit Agreement) plus a margin of 200 basis points (2.00%) per annum, subject to customary benchmark replacement provisions and interest period conventions set forth in the Credit Agreement. The Facility has a stated maturity date of March 15, 2027. The Credit Agreement contains, among other covenants, a financial covenant requiring that the Borrower maintain (a) a Total Net Leverage Ratio not to exceed 3.50 to 1.00 and (b) a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00, each as measured at the end of each fiscal quarter on a trailing four-quarter basis.

The Borrower has informed the Administrative Agent that the Borrower intends to consummate an initial public offering of its common stock, par value $0.001 per share, on the New York Stock Exchange (the "IPO"), with an anticipated closing date of February 13, 2024 (the "Closing Date"). In connection with the IPO, the Borrower intends to apply a portion of the net proceeds from the IPO to repay in full all outstanding Obligations under the Facility on the Closing Date (the "Payoff").

The Administrative Agent and the Lender acknowledge that the First Amendment, among other things, (a) amended the definition of "Change of Control" set forth in Section 1.01 of the Original Credit Agreement to exclude the IPO and any resulting changes in the beneficial ownership of the Borrower's equity interests arising from the IPO and any underwriters' over-allotment option exercised in connection therewith, (b) added a "Permitted Equity Issuance" carve-out expressly permitting the Borrower to consummate the IPO without triggering a mandatory prepayment obligation, an Event of Default, or any consent or approval requirement under the Credit Agreement, and (c) confirmed that no prepayment premium, make-whole amount, or breakage cost shall be payable by the Borrower in connection with the voluntary prepayment of Revolving Loans from proceeds of the IPO.

This letter (this "Payoff Letter") sets forth the amounts required to satisfy in full all outstanding Obligations under the Credit Agreement as of the Payoff Date (as defined below) and confirms the agreement of the Administrative Agent and the Lender to release all Liens securing the Obligations upon receipt of the Payoff Amount (as defined below) in full.

Section 3: Payoff Amount

As of the close of business on February 12, 2024 (one business day prior to the anticipated payoff date of February 13, 2024), the following amounts are outstanding under the Credit Agreement:

^(1)^ Accrued and unpaid interest is calculated on the outstanding principal balance of $65,000,000.00 at the applicable interest rate of Term SOFR (5.33% as of the last SOFR reset date applicable to the current interest period) plus 2.00%, for a combined rate of 7.33% per annum, computed on an actual/360 day-count convention basis for the current interest period from January 15, 2024 through February 12, 2024 (28 days). The calculation is as follows: $65,000,000.00 × 7.33% × (28/360) = $370,527.78, plus $26,000.00 in previously accrued but unpaid interest from a prior stub period, for a total of $396,527.78.

^(2)^ Accrued and unpaid commitment fees on the daily unused portion of the Revolving Commitments, calculated at 0.25% per annum on the average daily unused commitment amount, plus the quarterly administrative agent fee of $25,000.00 payable to the Administrative Agent for the quarter ending March 31, 2024 (prorated through the Payoff Date).

^(3)^ No breakage costs or prepayment premium are payable. Pursuant to Section 2.05(a) of the Credit Agreement, as amended by Section 3 of the First Amendment, voluntary prepayments of Revolving Loans made with proceeds of a Permitted Equity Issuance (including the IPO) are exempt from any prepayment premium or breakage cost, provided that the Borrower provides the notice required by Section 2.05(b) of the Credit Agreement. The Administrative Agent hereby acknowledges receipt of such notice.

^(4)^ The Administrative Agent confirms that no letters of credit are currently outstanding under the Credit Agreement. The Administrative Agent further confirms that there are no unreimbursed expenses, indemnification claims (other than contingent indemnification obligations that survive termination as described in Section 6 below), or other amounts currently due and payable by the Borrower under the Credit Agreement or any Loan Document, other than the amounts set forth in this Section 3.

Per Diem Interest. Interest on the outstanding principal balance of $65,000,000.00 accrues at a per diem rate of $13,233.33 per day (calculated as $65,000,000.00 × 7.33% / 360 = $13,233.33 per day) for each day after February 12, 2024 that payment of the Payoff Amount is not received by the Administrative Agent. Accordingly, the Payoff Amount set forth above includes one (1) day of per diem interest for February 13, 2024 and is good for payment received in immediately available funds on or before 2:00 p.m. (Eastern Time) on February 13, 2024 (the "Payoff Date"). If the Payoff Amount is received after 2:00 p.m. (Eastern Time) on February 13, 2024, or if payment is received on any subsequent business day, the Payoff Amount shall be increased by $13,233.33 for each additional calendar day from and including February 13, 2024 to and including the date on which payment is received in full in immediately available funds by the Administrative Agent.

For the avoidance of doubt, if the Payoff Amount is not received on or before 2:00 p.m. (Eastern Time) on February 13, 2024, the Administrative Agent reserves the right to deliver a replacement payoff letter with a recalculated Payoff Amount reflecting accrued per diem interest and any changes in the applicable SOFR rate, and this Payoff Letter shall be void and of no further effect unless the Administrative Agent expressly agrees otherwise in writing.

Section 4: Wire Transfer Instructions

All payments of the Payoff Amount shall be made by wire transfer of immediately available funds in United States dollars to the following account:

Bank Name: Keypoint National Bank, National Association Bank Address: 200 Public Square, Cleveland, OH 44114 ABA Routing Number: 041000153 Account Name: Keypoint National Bank, N.A. — Agency Services Payoff Account Account Number: 8827-4501-6390 Reference: Arbor Health Technologies Inc. — Credit Agreement Payoff — February 13, 2024 Attention: Loan Operations / Agency Services

The Borrower shall provide wire transfer confirmation to the Administrative Agent promptly upon initiation of the wire transfer. Wire confirmation should be sent to the following contact at the Administrative Agent:

Michelle R. Kowalski Senior Vice President, Loan Operations Keypoint National Bank, National Association Telephone: (216) 555-8247

Email: michelle.kowalski@keypointbank.com

The Administrative Agent shall not be deemed to have received the Payoff Amount until such funds have been received as immediately available funds in the account specified above. Wire transfers received after 2:00 p.m. (Eastern Time) on any business day shall be deemed received on the next succeeding business day for purposes of determining whether the Payoff Amount has been timely received.

Section 5: Agreement to Release Liens

Upon receipt by the Administrative Agent of the full Payoff Amount in immediately available funds in the account specified in Section 4 above, the Administrative Agent agrees, on behalf of itself and on behalf of Stonemill Capital Bank (as Lender under the Credit Agreement), to release all Liens (as defined in the Credit Agreement) on the assets and properties of the Borrower and its subsidiaries securing the Obligations under the Credit Agreement. Such Liens include, without limitation, all security interests in the Borrower's personal property (whether tangible or intangible), accounts, equipment, inventory, general intangibles, instruments, investment property, deposit accounts, intellectual property (including patents, trademarks, copyrights, and trade secrets), and all other Collateral (as defined in the Security Agreement) as described in (a) that certain Security Agreement dated as of March 15, 2022 (the "Security Agreement"), among the Borrower, the Administrative Agent, and the Lender, (b) that certain intellectual Property Security Agreement dated as of March 15, 2022, among the Borrower and the Administrative Agent, and (c) all other collateral documents, pledge agreements, and related instruments executed and delivered in connection with the Credit Agreement (collectively, the "Collateral Documents").

The Administrative Agent shall, promptly following receipt of the Payoff Amount in full (and in any event within five (5) business days following the date of such receipt):

(a) execute and deliver to the Borrower (or its counsel, Calderwood & Harkness LLP) UCC-3 termination statements (in form and substance reasonably satisfactory for filing) for filing with (i) the Secretary of State of the State of Delaware (the Borrower's state of organization), (ii) the Secretary of the Commonwealth of Massachusetts (the Borrower's principal place of business), and (iii) any other jurisdiction in which UCC-1 financing statements were filed by or on behalf of the Administrative Agent or the Lender in connection with the Credit Agreement or any Collateral Document;

(b) execute and deliver to the Borrower (or its counsel) any other lien releases, mortgage discharges, termination statements, reassignments, or similar instruments reasonably requested by the Borrower or its counsel to evidence the termination and release of all Liens on the Collateral, in each case in form and substance reasonably satisfactory for filing or recording in the applicable recording office or governmental authority;

(c) execute and deliver to the Borrower (or its counsel) intellectual property lien releases, including (i) releases of security interests in patents and patent applications for recording with the United States Patent and Trademark Office and (ii) releases of security interests in registered copyrights for recording with the United States Copyright Office, in each case in form and substance satisfactory for recording with the applicable office; and

(d) take such other actions as may be reasonably requested by the Borrower or its counsel to evidence the release of all Liens securing the Obligations under the Credit Agreement and the Collateral Documents.

The Administrative Agent hereby irrevocably authorizes the Borrower and its counsel, Calderwood & Harkness LLP, to file or record such UCC-3 termination statements and intellectual property lien releases without any further consent, authorization, or action by the Administrative Agent or the Lender, and the Administrative Agent shall be deemed to have authorized such filings upon receipt of the Payoff Amount in full. The Borrower and its counsel may rely on this authorization for all purposes in connection with the preparation, execution, and filing of such termination statements and lien releases.

Section 6: Termination of Credit Agreement and Loan Documents

Upon receipt of the Payoff Amount in full in immediately available funds:

(a) All Obligations of the Borrower under the Credit Agreement (including, without limitation, all obligations in respect of principal, interest, fees, expenses, and other amounts) shall be deemed irrevocably paid and satisfied in full, other than (i) contingent indemnification obligations under Section 10.04 of the Credit Agreement and (ii) expense reimbursement obligations under Section 10.03 of the Credit Agreement, in each case solely to the extent that claims thereunder have been asserted or are reasonably expected to be asserted prior to the date of this Payoff Letter and solely to the extent that such obligations, by their express terms, survive the termination of the Credit Agreement (collectively, the "Surviving Obligations");

(b) The Revolving Commitments of the Lender under the Credit Agreement shall be automatically and permanently reduced to zero dollars ($0.00), and neither the Borrower nor any other party shall have any further right to request Revolving Loans or Letters of Credit under the Credit Agreement;

(c) The Credit Agreement and all Loan Documents (including, without limitation, the Security Agreement, the intellectual Property Security Agreement, the Pledge Agreement dated as of March 15, 2022, the Subsidiary Guaranty dated as of March 15, 2022, and all ancillary collateral documents, instruments, and agreements executed in connection therewith) shall automatically terminate and be of no further force or effect, except for (i) the Surviving Obligations described in clause (a) above, (ii) Section 10.04 (Indemnification) of the Credit Agreement, (iii) Section 10.08 (Governing Law; Jurisdiction; Consent to Service of Process) of the Credit Agreement, (iv) Section 10.03 (Expenses) of the Credit Agreement, and (v) any other provisions of the Credit Agreement or the Loan Documents that by their express terms survive the termination thereof; and

(d) All letters of credit issued under the Credit Agreement, if any, shall be deemed cancelled and of no further force or effect. The Administrative Agent confirms that, as of the date hereof, no letters of credit are outstanding under the Credit Agreement, and accordingly, no letter of credit cancellation or backstop arrangements are required in connection with the Payoff.

Notwithstanding the foregoing, nothing in this Payoff Letter shall constitute a termination of the banking relationship between the Borrower and Keypoint National Bank, National Association for operating account, treasury management, cash management, or other commercial banking purposes. Any existing deposit account agreements, treasury management agreements, or other commercial banking arrangements between the Borrower and Keypoint National Bank, National Association that are not Loan Documents shall remain in full force and effect in accordance with their respective terms and shall not be affected by the termination of the Credit Agreement and the Loan Documents.

Section 7: Representations and Confirmations of Administrative Agent

Keypoint National Bank, National Association, in its capacity as Administrative Agent under the Credit Agreement, hereby represents and confirms to the Borrower and the other addressees of this Payoff Letter as follows:

(a) Accuracy of Payoff Amount. The Payoff Amount set forth in Section 3 of this Payoff Letter represents the full and complete amount necessary to repay and satisfy in full all outstanding Obligations under the Credit Agreement as of the Payoff Date (subject to the per diem interest adjustment described in Section 3), and upon payment of the Payoff Amount in full, no further amounts shall be owed by the Borrower under the Credit Agreement or any Loan Document (other than the Surviving Obligations, if any).

(b) No Existing Default. As of the date hereof, no Event of Default or Default (each as defined in the Credit Agreement) is currently outstanding or continuing under the Credit Agreement or any Loan Document, other than any Default that would be automatically cured by the payment of the Payoff Amount in full on the Payoff Date. The Administrative Agent has not delivered, and is not aware of any basis for delivering, any notice of Default or Event of Default to the Borrower.

(c) No Other Amounts Owed. Other than the Payoff Amount and the Surviving Obligations (if any), no other amounts are owed by the Borrower to the Administrative Agent, the Lender, or any other Person under the Credit Agreement or any Loan Document. The Administrative Agent has not received notice of, and is not aware of, any pending or threatened claims for indemnification, expense reimbursement, or other amounts under the Credit Agreement or any Loan Document, other than the Payoff Amount.

(d) Authority. The Administrative Agent has the requisite power and authority to deliver this Payoff Letter and to authorize the release of all Liens securing the Obligations on behalf of itself and on behalf of Stonemill Capital Bank, as Lender, in accordance with the terms of Section 9.05 of the Credit Agreement (which authorizes the Administrative Agent to release Liens upon the repayment in full of all Obligations and the permanent reduction of the Revolving Commitments to zero). The execution, delivery, and performance of this Payoff Letter by the Administrative Agent have been duly authorized by all necessary corporate action on the part of the Administrative Agent.

(e) No Assignments or Participations. The Administrative Agent confirms that, as of the date hereof, no interests in the Revolving Loans or Revolving Commitments under the Credit Agreement have been assigned or participated to any Person other than Stonemill Capital Bank, and Stonemill Capital Bank remains the sole Lender under the Credit Agreement. The consent of Stonemill Capital Bank set forth in Section 8 of this Payoff Letter constitutes the consent of all Required Lenders under the Credit Agreement.

Section 8: Consent of Lender

Stonemill Capital Bank, as the sole Lender under the Credit Agreement (holding 100% of the Revolving Commitments and the outstanding Revolving Loans), hereby:

(a) consents to and acknowledges the terms and conditions of this Payoff Letter, including the Payoff Amount set forth in Section 3 and the agreement to release all Liens upon receipt of the Payoff Amount as set forth in Section 5;

(b) authorizes the Administrative Agent to execute and deliver, on behalf of the Lender, all UCC-3 termination statements, lien releases, intellectual property lien releases, and other instruments contemplated by Section 5 of this Payoff Letter;

(c) confirms that, upon receipt of the Payoff Amount in full, Stonemill Capital Bank shall have no further claims against the Borrower or any of its subsidiaries under the Credit Agreement or any Loan Document (other than the Surviving Obligations, if any); and

(d) directs the Administrative Agent to distribute the Payoff Amount to Stonemill Capital Bank in accordance with the payment waterfall provisions of Section 2.18 of the Credit Agreement promptly upon receipt thereof.

Section 9: Miscellaneous Provisions

Governing Law. The Credit Agreement is governed by and construed in accordance with the laws of the State of New York. This Payoff Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Effectiveness. This Payoff Letter shall be effective only upon payment of the Payoff Amount in full in immediately available funds in the account specified in Section 4 hereof. If the Payoff Amount is not received in immediately available funds by 2:00 p.m. (Eastern Time) on February 13, 2024, this Payoff Letter shall automatically become void and of no further force or effect, and the Administrative Agent shall have no obligation to release any Liens or take any other action contemplated hereby, unless the Administrative Agent delivers a replacement payoff letter with an updated Payoff Amount reflecting accrued per diem interest and any other adjustments. For the avoidance of doubt, the voiding of this Payoff Letter shall not affect the continued effectiveness of the Credit Agreement or any Loan Document, and all Obligations shall remain outstanding and enforceable in accordance with their terms.

No Novation. Nothing in this Payoff Letter shall be construed as a novation, modification, or amendment of the Credit Agreement or the Obligations thereunder. The delivery of this Payoff Letter does not, and shall not be deemed to, create any new obligation or liability of any party, and the Credit Agreement and the Loan Documents shall remain in full force and effect until the Payoff Amount is received in full as contemplated herein.

Counterparts; Electronic Execution. This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Payoff Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Authorization to Rely. The Borrower and its counsel, Calderwood & Harkness LLP, the underwriters named in the Underwriting Agreement dated as of February 11, 2024 (including Whitfield Barrow & Co., LLC, as Lead Left Bookrunner and Representative of the Underwriters), and their counsel, Meridian Hale & Quivorn LLP, are each authorized to rely on the contents of this Payoff Letter in connection with the closing of the IPO, including for purposes of delivering opinions, officer's certificates, and closing documents in connection therewith. This Payoff Letter may be provided to, and relied upon by, the foregoing parties and their respective successors and assigns, and no other Person shall be entitled to rely on this Payoff Letter without the prior written consent of the Administrative Agent.

Entire Agreement. This Payoff Letter, together with the Credit Agreement and the Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, and representations with respect to such subject matter.

Section 10: Signature blocks

IN WITNESS WHEREOF, the Administrative Agent and the Lender have executed this Payoff Letter as of the date first written above.

KEYPOINT NATIONAL BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: ________

Name: Patricia L. Donahue

Title: Senior Vice President, Agency Services

Date: February 13, 2024

STONEMILL CAPITAL BANK, as Lender

By: ________

Name: Gregory S. Feldstein

Title: Managing Director, Loan Capital Markets

Date: February 13, 2024

Address:

140 Broadway New York, NY 10005

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC., as Borrower

By: ________

Name: David Halderman

Title: Chief Financial Officer

Date: February 13, 2024

EXHIBIT A

Schedule of Outstanding Obligations As of Close of Business on February 12, 2024

The following table sets forth a detailed breakdown of all outstanding Obligations under the Credit Agreement as of the close of business on February 12, 2024, together with per diem interest accruing on February 13, 2024 (the Payoff Date):

Note: The Payoff Amount is good for payment received in immediately available funds on or before 2:00 p.m. (Eastern Time) on February 13, 2024. Per diem interest of $13,233.33 accrues for each additional day after February 12, 2024 that payment is not received. The Payoff Amount includes one day of per diem interest for the Payoff Date of February 13, 2024. Amounts in the table above may reflect rounding; the Payoff Amount stated herein is the definitive amount required to satisfy all Obligations in full.

EXHIBIT B

Form of UCC-3 Termination Statement (For Delaware and Massachusetts Filings)

UCC FINANCING STATEMENT AMENDMENT (FORM UCC-3)

This form is provided for reference purposes. Actual UCC-3 termination statements shall be prepared in the form required by the applicable filing office and shall be executed by the Administrative Agent (or filed by the Borrower or its counsel pursuant to the authorization granted in Section 5 of the Payoff Letter).

EXHIBIT C

Wire Transfer Instructions (Formatted for Operational Use)

The following wire transfer instructions are provided for use by the Borrower's treasury and operations personnel in connection with the payment of the Payoff Amount on the Payoff Date. These instructions are identical to the instructions set forth in Section 4 of the Payoff Letter.

WIRE TRANSFER DETAILS:

Beneficiary Bank: Keypoint National Bank, National Association Bank Address: 200 Public Square, Cleveland, OH 44114 ABA/Fedwire Routing Number: 041000153 Account Name: Keypoint National Bank, N.A. — Agency Services Payoff Account Account Number: 8827-4501-6390 Reference Line: Arbor Health Technologies Inc. — Credit Agreement Payoff — February 13, 2024 Attention: Loan Operations / Agency Services

WIRE AMOUNT: $65,452,777.78 (if payment is made on or before 2:00 p.m. ET on February 13, 2024)

ADJUSTED WIRE AMOUNT (if payment is made after February 13, 2024): $65,452,777.78 plus $13,233.33 for each additional calendar day after February 12, 2024 through and including the date of payment.

WIRE CONFIRMATION CONTACT:

Michelle R. Kowalski Senior Vice President, Loan Operations Keypoint National Bank, National Association Telephone: (216) 555-8247

Email: michelle.kowalski@keypointbank.com

IMPORTANT: Please send wire confirmation (including the Fed reference number) to the above contact immediately upon initiation of the wire transfer. Timely confirmation will assist in the prompt processing of the Payoff and release of Liens as contemplated by the Payoff Letter. Wire transfers received after 2:00 p.m. (Eastern Time) on any business day will be deemed received on the following business day.

[End of Payoff Letter and Exhibits]

Category	Amount
Outstanding Principal (Revolving Loans)	$65,000,000.00
Accrued and Unpaid Interest (through February 12, 2024)^(1)^	$396,527.78
Accrued and Unpaid Fees^(2)^	$56,250.00
Breakage Costs / Prepayment Premium^(3)^	$0.00
Other Amounts (reimbursable expenses, outstanding letters of credit, etc.)^(4)^	$0.00
Total Payoff Amount (the "Payoff Amount")	$65,452,777.78
Item	Description	Amount
1.	Outstanding Revolving Loan Principal	$65,000,000.00
2.	Accrued Interest — Current Interest Period (01/15/2024–02/12/2024; 28 days at 7.33% per annum on actual/360 basis)	$370,527.78
3.	Accrued Interest — Prior Stub Period (carried forward)	$26,000.00
4.	Subtotal — Accrued and Unpaid Interest	$396,527.78
5.	Commitment Fee (0.25% on avg. daily unused commitment of $85,000,000; accrued from 01/01/2024 through 02/12/2024; 43 days)	$25,347.22
6.	Administrative Agent Fee (quarterly; prorated 01/01/2024 through 02/13/2024; 44/91 days)	$12,087.91
7.	Upfront / Arrangement Fees	$0.00
8.	Letter of Credit Fees	$0.00
9.	Subtotal — Accrued and Unpaid Fees	$37,435.13
10.	Breakage Costs	$0.00
11.	Prepayment Premium	$0.00
12.	Outstanding Letters of Credit (face amount)	$0.00
13.	Unreimbursed L/C Drawings	$0.00
14.	Reimbursable Expenses (legal, filing, etc.)	$18,814.87
15.	Other Amounts	$0.00
16.	Subtotal (Items 1 through 15)	$65,452,777.78
17.	Per Diem Interest for Payoff Date (02/13/2024)	(included in Payoff Amount)

TOTAL PAYOFF AMOUNT	$65,452,777.78
Field	Information
Initial Financing Statement File Number (Delaware)	2022-1574836
Initial Financing Statement File Date (Delaware)	March 15, 2022
Initial Financing Statement File Number (Massachusetts)	FED-2022-00034871
Initial Financing Statement File Date (Massachusetts)	March 18, 2022
Debtor (Organization):	Arbor Health Technologies Inc.
Debtor Mailing Address:	275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
Debtor Jurisdiction of Organization:	Delaware
Debtor Organizational ID Number:	5387291
Secured Party:	Keypoint National Bank, National Association, as Administrative Agent
Secured Party Mailing Address:	200 Public Square, Cleveland, OH 44114
Amendment Type:	TERMINATION: This Financing Statement Amendment is a Termination Statement. Secured Party of record authorizes this Amendment. The Secured Party of record hereby terminates the effectiveness of the above-referenced Financing Statement.

KEYPOINT NATIONAL BANK, NATIONAL ASSOCIATION 200 Public Square Cleveland, OH 44114
Telephone: (216) 555-8000 Facsimile: (216) 555-8001
February 13, 2024
PAYOFF LETTER AND LIEN RELEASE AUTHORIZATION
Re: Credit Agreement dated as of March 15, 2022 (as amended by the First Amendment to Credit Agreement dated as of January 18, 2024), among Arbor Health Technologies Inc. (as Borrower), Keypoint National Bank, National Association (as Administrative Agent), and Stonemill Capital Bank (as Lender) — $150,000,000 Senior Secured Revolving Credit Facility
Section 1: Addressees
Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Attention: David Halderman, Chief Financial Officer
Rachel Moynihan, General Counsel & Corporate Secretary
With copies to:
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Attention: Theodore Langston / Eric Johannsen (Issuer's Counsel)
Whitfield Barrow & Co., LLC 383 Madison Avenue New York, NY 10179
Attention: Jonathan Pritchett (Lead Left Bookrunner / Representative of the Underwriters)
Section 2: Recitals and Background
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of March 15, 2022 (the "Original Credit Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Borrower"), Keypoint National Bank, National Association, in its capacity as administrative agent (in such capacity, the "Administrative Agent"), and Stonemill Capital Bank, in its capacity as lender (the "Lender"), as amended by that certain First Amendment to Credit Agreement dated as of January 18, 2024 (the "First Amendment," and together with the Original Credit Agreement, as so amended, the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
The Credit Agreement provides for a $150,000,000 senior secured revolving credit facility (the "Facility"). The Facility bears interest at a rate per annum equal to the applicable Term SOFR rate (as determined in accordance with the Credit Agreement) plus a margin of 200 basis points (2.00%) per annum, subject to customary benchmark replacement provisions and interest period conventions set forth in the Credit Agreement. The Facility has a stated maturity date of March 15, 2027. The Credit Agreement contains, among other covenants, a financial covenant requiring that the Borrower maintain (a) a Total Net Leverage Ratio not to exceed 3.50 to 1.00 and (b) a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00, each as measured at the end of each fiscal quarter on a trailing four-quarter basis.
The Borrower has informed the Administrative Agent that the Borrower intends to consummate an initial public offering of its common stock, par value $0.001 per share, on the New York Stock Exchange (the "IPO"), with an anticipated closing date of February 13, 2024 (the "Closing Date"). In connection with the IPO, the Borrower intends to apply a portion of the net proceeds from the IPO to repay in full all outstanding Obligations under the Facility on the Closing Date (the "Payoff").
The Administrative Agent and the Lender acknowledge that the First Amendment, among other things, (a) amended the definition of "Change of Control" set forth in Section 1.01 of the Original Credit Agreement to exclude the IPO and any resulting changes in the beneficial ownership of the Borrower's equity interests arising from the IPO and any underwriters' over-allotment option exercised in connection therewith, (b) added a "Permitted Equity Issuance" carve-out expressly permitting the Borrower to consummate the IPO without triggering a mandatory prepayment obligation, an Event of Default, or any consent or approval requirement under the Credit Agreement, and (c) confirmed that no prepayment premium, make-whole amount, or breakage cost shall be payable by the Borrower in connection with the voluntary prepayment of Revolving Loans from proceeds of the IPO.
This letter (this "Payoff Letter") sets forth the amounts required to satisfy in full all outstanding Obligations under the Credit Agreement as of the Payoff Date (as defined below) and confirms the agreement of the Administrative Agent and the Lender to release all Liens securing the Obligations upon receipt of the Payoff Amount (as defined below) in full.
Section 3: Payoff Amount
As of the close of business on February 12, 2024 (one business day prior to the anticipated payoff date of February 13, 2024), the following amounts are outstanding under the Credit Agreement:
^(1)^ Accrued and unpaid interest is calculated on the outstanding principal balance of $65,000,000.00 at the applicable interest rate of Term SOFR (5.33% as of the last SOFR reset date applicable to the current interest period) plus 2.00%, for a combined rate of 7.33% per annum, computed on an actual/360 day-count convention basis for the current interest period from January 15, 2024 through February 12, 2024 (28 days). The calculation is as follows: $65,000,000.00 × 7.33% × (28/360) = $370,527.78, plus $26,000.00 in previously accrued but unpaid interest from a prior stub period, for a total of $396,527.78.
^(2)^ Accrued and unpaid commitment fees on the daily unused portion of the Revolving Commitments, calculated at 0.25% per annum on the average daily unused commitment amount, plus the quarterly administrative agent fee of $25,000.00 payable to the Administrative Agent for the quarter ending March 31, 2024 (prorated through the Payoff Date).
^(3)^ No breakage costs or prepayment premium are payable. Pursuant to Section 2.05(a) of the Credit Agreement, as amended by Section 3 of the First Amendment, voluntary prepayments of Revolving Loans made with proceeds of a Permitted Equity Issuance (including the IPO) are exempt from any prepayment premium or breakage cost, provided that the Borrower provides the notice required by Section 2.05(b) of the Credit Agreement. The Administrative Agent hereby acknowledges receipt of such notice.
^(4)^ The Administrative Agent confirms that no letters of credit are currently outstanding under the Credit Agreement. The Administrative Agent further confirms that there are no unreimbursed expenses, indemnification claims (other than contingent indemnification obligations that survive termination as described in Section 6 below), or other amounts currently due and payable by the Borrower under the Credit Agreement or any Loan Document, other than the amounts set forth in this Section 3.
Per Diem Interest. Interest on the outstanding principal balance of $65,000,000.00 accrues at a per diem rate of $13,233.33 per day (calculated as $65,000,000.00 × 7.33% / 360 = $13,233.33 per day) for each day after February 12, 2024 that payment of the Payoff Amount is not received by the Administrative Agent. Accordingly, the Payoff Amount set forth above includes one (1) day of per diem interest for February 13, 2024 and is good for payment received in immediately available funds on or before 2:00 p.m. (Eastern Time) on February 13, 2024 (the "Payoff Date"). If the Payoff Amount is received after 2:00 p.m. (Eastern Time) on February 13, 2024, or if payment is received on any subsequent business day, the Payoff Amount shall be increased by $13,233.33 for each additional calendar day from and including February 13, 2024 to and including the date on which payment is received in full in immediately available funds by the Administrative Agent.
For the avoidance of doubt, if the Payoff Amount is not received on or before 2:00 p.m. (Eastern Time) on February 13, 2024, the Administrative Agent reserves the right to deliver a replacement payoff letter with a recalculated Payoff Amount reflecting accrued per diem interest and any changes in the applicable SOFR rate, and this Payoff Letter shall be void and of no further effect unless the Administrative Agent expressly agrees otherwise in writing.
Section 4: Wire Transfer Instructions
All payments of the Payoff Amount shall be made by wire transfer of immediately available funds in United States dollars to the following account:
Bank Name: Keypoint National Bank, National Association Bank Address: 200 Public Square, Cleveland, OH 44114 ABA Routing Number: 041000153 Account Name: Keypoint National Bank, N.A. — Agency Services Payoff Account Account Number: 8827-4501-6390 Reference: Arbor Health Technologies Inc. — Credit Agreement Payoff — February 13, 2024 Attention: Loan Operations / Agency Services
The Borrower shall provide wire transfer confirmation to the Administrative Agent promptly upon initiation of the wire transfer. Wire confirmation should be sent to the following contact at the Administrative Agent:
Michelle R. Kowalski Senior Vice President, Loan Operations Keypoint National Bank, National Association Telephone: (216) 555-8247
Email: michelle.kowalski@keypointbank.com
The Administrative Agent shall not be deemed to have received the Payoff Amount until such funds have been received as immediately available funds in the account specified above. Wire transfers received after 2:00 p.m. (Eastern Time) on any business day shall be deemed received on the next succeeding business day for purposes of determining whether the Payoff Amount has been timely received.
Section 5: Agreement to Release Liens
Upon receipt by the Administrative Agent of the full Payoff Amount in immediately available funds in the account specified in Section 4 above, the Administrative Agent agrees, on behalf of itself and on behalf of Stonemill Capital Bank (as Lender under the Credit Agreement), to release all Liens (as defined in the Credit Agreement) on the assets and properties of the Borrower and its subsidiaries securing the Obligations under the Credit Agreement. Such Liens include, without limitation, all security interests in the Borrower's personal property (whether tangible or intangible), accounts, equipment, inventory, general intangibles, instruments, investment property, deposit accounts, intellectual property (including patents, trademarks, copyrights, and trade secrets), and all other Collateral (as defined in the Security Agreement) as described in (a) that certain Security Agreement dated as of March 15, 2022 (the "Security Agreement"), among the Borrower, the Administrative Agent, and the Lender, (b) that certain intellectual Property Security Agreement dated as of March 15, 2022, among the Borrower and the Administrative Agent, and (c) all other collateral documents, pledge agreements, and related instruments executed and delivered in connection with the Credit Agreement (collectively, the "Collateral Documents").
The Administrative Agent shall, promptly following receipt of the Payoff Amount in full (and in any event within five (5) business days following the date of such receipt):
(a) execute and deliver to the Borrower (or its counsel, Calderwood & Harkness LLP) UCC-3 termination statements (in form and substance reasonably satisfactory for filing) for filing with (i) the Secretary of State of the State of Delaware (the Borrower's state of organization), (ii) the Secretary of the Commonwealth of Massachusetts (the Borrower's principal place of business), and (iii) any other jurisdiction in which UCC-1 financing statements were filed by or on behalf of the Administrative Agent or the Lender in connection with the Credit Agreement or any Collateral Document;
(b) execute and deliver to the Borrower (or its counsel) any other lien releases, mortgage discharges, termination statements, reassignments, or similar instruments reasonably requested by the Borrower or its counsel to evidence the termination and release of all Liens on the Collateral, in each case in form and substance reasonably satisfactory for filing or recording in the applicable recording office or governmental authority;
(c) execute and deliver to the Borrower (or its counsel) intellectual property lien releases, including (i) releases of security interests in patents and patent applications for recording with the United States Patent and Trademark Office and (ii) releases of security interests in registered copyrights for recording with the United States Copyright Office, in each case in form and substance satisfactory for recording with the applicable office; and
(d) take such other actions as may be reasonably requested by the Borrower or its counsel to evidence the release of all Liens securing the Obligations under the Credit Agreement and the Collateral Documents.
The Administrative Agent hereby irrevocably authorizes the Borrower and its counsel, Calderwood & Harkness LLP, to file or record such UCC-3 termination statements and intellectual property lien releases without any further consent, authorization, or action by the Administrative Agent or the Lender, and the Administrative Agent shall be deemed to have authorized such filings upon receipt of the Payoff Amount in full. The Borrower and its counsel may rely on this authorization for all purposes in connection with the preparation, execution, and filing of such termination statements and lien releases.
Section 6: Termination of Credit Agreement and Loan Documents
Upon receipt of the Payoff Amount in full in immediately available funds:
(a) All Obligations of the Borrower under the Credit Agreement (including, without limitation, all obligations in respect of principal, interest, fees, expenses, and other amounts) shall be deemed irrevocably paid and satisfied in full, other than (i) contingent indemnification obligations under Section 10.04 of the Credit Agreement and (ii) expense reimbursement obligations under Section 10.03 of the Credit Agreement, in each case solely to the extent that claims thereunder have been asserted or are reasonably expected to be asserted prior to the date of this Payoff Letter and solely to the extent that such obligations, by their express terms, survive the termination of the Credit Agreement (collectively, the "Surviving Obligations");
(b) The Revolving Commitments of the Lender under the Credit Agreement shall be automatically and permanently reduced to zero dollars ($0.00), and neither the Borrower nor any other party shall have any further right to request Revolving Loans or Letters of Credit under the Credit Agreement;
(c) The Credit Agreement and all Loan Documents (including, without limitation, the Security Agreement, the intellectual Property Security Agreement, the Pledge Agreement dated as of March 15, 2022, the Subsidiary Guaranty dated as of March 15, 2022, and all ancillary collateral documents, instruments, and agreements executed in connection therewith) shall automatically terminate and be of no further force or effect, except for (i) the Surviving Obligations described in clause (a) above, (ii) Section 10.04 (Indemnification) of the Credit Agreement, (iii) Section 10.08 (Governing Law; Jurisdiction; Consent to Service of Process) of the Credit Agreement, (iv) Section 10.03 (Expenses) of the Credit Agreement, and (v) any other provisions of the Credit Agreement or the Loan Documents that by their express terms survive the termination thereof; and
(d) All letters of credit issued under the Credit Agreement, if any, shall be deemed cancelled and of no further force or effect. The Administrative Agent confirms that, as of the date hereof, no letters of credit are outstanding under the Credit Agreement, and accordingly, no letter of credit cancellation or backstop arrangements are required in connection with the Payoff.
Notwithstanding the foregoing, nothing in this Payoff Letter shall constitute a termination of the banking relationship between the Borrower and Keypoint National Bank, National Association for operating account, treasury management, cash management, or other commercial banking purposes. Any existing deposit account agreements, treasury management agreements, or other commercial banking arrangements between the Borrower and Keypoint National Bank, National Association that are not Loan Documents shall remain in full force and effect in accordance with their respective terms and shall not be affected by the termination of the Credit Agreement and the Loan Documents.
Section 7: Representations and Confirmations of Administrative Agent
Keypoint National Bank, National Association, in its capacity as Administrative Agent under the Credit Agreement, hereby represents and confirms to the Borrower and the other addressees of this Payoff Letter as follows:
(a) Accuracy of Payoff Amount. The Payoff Amount set forth in Section 3 of this Payoff Letter represents the full and complete amount necessary to repay and satisfy in full all outstanding Obligations under the Credit Agreement as of the Payoff Date (subject to the per diem interest adjustment described in Section 3), and upon payment of the Payoff Amount in full, no further amounts shall be owed by the Borrower under the Credit Agreement or any Loan Document (other than the Surviving Obligations, if any).
(b) No Existing Default. As of the date hereof, no Event of Default or Default (each as defined in the Credit Agreement) is currently outstanding or continuing under the Credit Agreement or any Loan Document, other than any Default that would be automatically cured by the payment of the Payoff Amount in full on the Payoff Date. The Administrative Agent has not delivered, and is not aware of any basis for delivering, any notice of Default or Event of Default to the Borrower.
(c) No Other Amounts Owed. Other than the Payoff Amount and the Surviving Obligations (if any), no other amounts are owed by the Borrower to the Administrative Agent, the Lender, or any other Person under the Credit Agreement or any Loan Document. The Administrative Agent has not received notice of, and is not aware of, any pending or threatened claims for indemnification, expense reimbursement, or other amounts under the Credit Agreement or any Loan Document, other than the Payoff Amount.
(d) Authority. The Administrative Agent has the requisite power and authority to deliver this Payoff Letter and to authorize the release of all Liens securing the Obligations on behalf of itself and on behalf of Stonemill Capital Bank, as Lender, in accordance with the terms of Section 9.05 of the Credit Agreement (which authorizes the Administrative Agent to release Liens upon the repayment in full of all Obligations and the permanent reduction of the Revolving Commitments to zero). The execution, delivery, and performance of this Payoff Letter by the Administrative Agent have been duly authorized by all necessary corporate action on the part of the Administrative Agent.
(e) No Assignments or Participations. The Administrative Agent confirms that, as of the date hereof, no interests in the Revolving Loans or Revolving Commitments under the Credit Agreement have been assigned or participated to any Person other than Stonemill Capital Bank, and Stonemill Capital Bank remains the sole Lender under the Credit Agreement. The consent of Stonemill Capital Bank set forth in Section 8 of this Payoff Letter constitutes the consent of all Required Lenders under the Credit Agreement.
Section 8: Consent of Lender
Stonemill Capital Bank, as the sole Lender under the Credit Agreement (holding 100% of the Revolving Commitments and the outstanding Revolving Loans), hereby:
(a) consents to and acknowledges the terms and conditions of this Payoff Letter, including the Payoff Amount set forth in Section 3 and the agreement to release all Liens upon receipt of the Payoff Amount as set forth in Section 5;
(b) authorizes the Administrative Agent to execute and deliver, on behalf of the Lender, all UCC-3 termination statements, lien releases, intellectual property lien releases, and other instruments contemplated by Section 5 of this Payoff Letter;
(c) confirms that, upon receipt of the Payoff Amount in full, Stonemill Capital Bank shall have no further claims against the Borrower or any of its subsidiaries under the Credit Agreement or any Loan Document (other than the Surviving Obligations, if any); and
(d) directs the Administrative Agent to distribute the Payoff Amount to Stonemill Capital Bank in accordance with the payment waterfall provisions of Section 2.18 of the Credit Agreement promptly upon receipt thereof.
Section 9: Miscellaneous Provisions
Governing Law. The Credit Agreement is governed by and construed in accordance with the laws of the State of New York. This Payoff Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Effectiveness. This Payoff Letter shall be effective only upon payment of the Payoff Amount in full in immediately available funds in the account specified in Section 4 hereof. If the Payoff Amount is not received in immediately available funds by 2:00 p.m. (Eastern Time) on February 13, 2024, this Payoff Letter shall automatically become void and of no further force or effect, and the Administrative Agent shall have no obligation to release any Liens or take any other action contemplated hereby, unless the Administrative Agent delivers a replacement payoff letter with an updated Payoff Amount reflecting accrued per diem interest and any other adjustments. For the avoidance of doubt, the voiding of this Payoff Letter shall not affect the continued effectiveness of the Credit Agreement or any Loan Document, and all Obligations shall remain outstanding and enforceable in accordance with their terms.
No Novation. Nothing in this Payoff Letter shall be construed as a novation, modification, or amendment of the Credit Agreement or the Obligations thereunder. The delivery of this Payoff Letter does not, and shall not be deemed to, create any new obligation or liability of any party, and the Credit Agreement and the Loan Documents shall remain in full force and effect until the Payoff Amount is received in full as contemplated herein.
Counterparts; Electronic Execution. This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Payoff Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Authorization to Rely. The Borrower and its counsel, Calderwood & Harkness LLP, the underwriters named in the Underwriting Agreement dated as of February 11, 2024 (including Whitfield Barrow & Co., LLC, as Lead Left Bookrunner and Representative of the Underwriters), and their counsel, Meridian Hale & Quivorn LLP, are each authorized to rely on the contents of this Payoff Letter in connection with the closing of the IPO, including for purposes of delivering opinions, officer's certificates, and closing documents in connection therewith. This Payoff Letter may be provided to, and relied upon by, the foregoing parties and their respective successors and assigns, and no other Person shall be entitled to rely on this Payoff Letter without the prior written consent of the Administrative Agent.
Entire Agreement. This Payoff Letter, together with the Credit Agreement and the Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, and representations with respect to such subject matter.
Section 10: Signature blocks
IN WITNESS WHEREOF, the Administrative Agent and the Lender have executed this Payoff Letter as of the date first written above.
KEYPOINT NATIONAL BANK, NATIONAL ASSOCIATION, as Administrative Agent
By: ________
Name: Patricia L. Donahue
Title: Senior Vice President, Agency Services
Date: February 13, 2024
STONEMILL CAPITAL BANK, as Lender
By: ________
Name: Gregory S. Feldstein
Title: Managing Director, Loan Capital Markets
Date: February 13, 2024
Address:
140 Broadway New York, NY 10005
ACKNOWLEDGED AND AGREED:
ARBOR HEALTH TECHNOLOGIES INC., as Borrower
By: ________
Name: David Halderman
Title: Chief Financial Officer
Date: February 13, 2024
EXHIBIT A
Schedule of Outstanding Obligations As of Close of Business on February 12, 2024
The following table sets forth a detailed breakdown of all outstanding Obligations under the Credit Agreement as of the close of business on February 12, 2024, together with per diem interest accruing on February 13, 2024 (the Payoff Date):
Note: The Payoff Amount is good for payment received in immediately available funds on or before 2:00 p.m. (Eastern Time) on February 13, 2024. Per diem interest of $13,233.33 accrues for each additional day after February 12, 2024 that payment is not received. The Payoff Amount includes one day of per diem interest for the Payoff Date of February 13, 2024. Amounts in the table above may reflect rounding; the Payoff Amount stated herein is the definitive amount required to satisfy all Obligations in full.
EXHIBIT B
Form of UCC-3 Termination Statement (For Delaware and Massachusetts Filings)
UCC FINANCING STATEMENT AMENDMENT (FORM UCC-3)
This form is provided for reference purposes. Actual UCC-3 termination statements shall be prepared in the form required by the applicable filing office and shall be executed by the Administrative Agent (or filed by the Borrower or its counsel pursuant to the authorization granted in Section 5 of the Payoff Letter).
EXHIBIT C
Wire Transfer Instructions (Formatted for Operational Use)
The following wire transfer instructions are provided for use by the Borrower's treasury and operations personnel in connection with the payment of the Payoff Amount on the Payoff Date. These instructions are identical to the instructions set forth in Section 4 of the Payoff Letter.
WIRE TRANSFER DETAILS:
Beneficiary Bank: Keypoint National Bank, National Association Bank Address: 200 Public Square, Cleveland, OH 44114 ABA/Fedwire Routing Number: 041000153 Account Name: Keypoint National Bank, N.A. — Agency Services Payoff Account Account Number: 8827-4501-6390 Reference Line: Arbor Health Technologies Inc. — Credit Agreement Payoff — February 13, 2024 Attention: Loan Operations / Agency Services
WIRE AMOUNT: $65,452,777.78 (if payment is made on or before 2:00 p.m. ET on February 13, 2024)
ADJUSTED WIRE AMOUNT (if payment is made after February 13, 2024): $65,452,777.78 plus $13,233.33 for each additional calendar day after February 12, 2024 through and including the date of payment.
WIRE CONFIRMATION CONTACT:
Michelle R. Kowalski Senior Vice President, Loan Operations Keypoint National Bank, National Association Telephone: (216) 555-8247
Email: michelle.kowalski@keypointbank.com
IMPORTANT: Please send wire confirmation (including the Fed reference number) to the above contact immediately upon initiation of the wire transfer. Timely confirmation will assist in the prompt processing of the Payoff and release of Liens as contemplated by the Payoff Letter. Wire transfers received after 2:00 p.m. (Eastern Time) on any business day will be deemed received on the following business day.
[End of Payoff Letter and Exhibits]
Category | Amount
Outstanding Principal (Revolving Loans) | $65,000,000.00
Accrued and Unpaid Interest (through February 12, 2024)^(1)^ | $396,527.78
Accrued and Unpaid Fees^(2)^ | $56,250.00
Breakage Costs / Prepayment Premium^(3)^ | $0.00
Other Amounts (reimbursable expenses, outstanding letters of credit, etc.)^(4)^ | $0.00
Total Payoff Amount (the "Payoff Amount") | $65,452,777.78
Item | Description | Amount
1. | Outstanding Revolving Loan Principal | $65,000,000.00
2. | Accrued Interest — Current Interest Period (01/15/2024–02/12/2024; 28 days at 7.33% per annum on actual/360 basis) | $370,527.78
3. | Accrued Interest — Prior Stub Period (carried forward) | $26,000.00
4. | Subtotal — Accrued and Unpaid Interest | $396,527.78
5. | Commitment Fee (0.25% on avg. daily unused commitment of $85,000,000; accrued from 01/01/2024 through 02/12/2024; 43 days) | $25,347.22
6. | Administrative Agent Fee (quarterly; prorated 01/01/2024 through 02/13/2024; 44/91 days) | $12,087.91
7. | Upfront / Arrangement Fees | $0.00
8. | Letter of Credit Fees | $0.00
9. | Subtotal — Accrued and Unpaid Fees | $37,435.13
10. | Breakage Costs | $0.00
11. | Prepayment Premium | $0.00
12. | Outstanding Letters of Credit (face amount) | $0.00
13. | Unreimbursed L/C Drawings | $0.00
14. | Reimbursable Expenses (legal, filing, etc.) | $18,814.87
15. | Other Amounts | $0.00
16. | Subtotal (Items 1 through 15) | $65,452,777.78
17. | Per Diem Interest for Payoff Date (02/13/2024) | (included in Payoff Amount)
TOTAL PAYOFF AMOUNT | $65,452,777.78
Field | Information
Initial Financing Statement File Number (Delaware) | 2022-1574836
Initial Financing Statement File Date (Delaware) | March 15, 2022
Initial Financing Statement File Number (Massachusetts) | FED-2022-00034871
Initial Financing Statement File Date (Massachusetts) | March 18, 2022
Debtor (Organization): | Arbor Health Technologies Inc.
Debtor Mailing Address: | 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
Debtor Jurisdiction of Organization: | Delaware
Debtor Organizational ID Number: | 5387291
Secured Party: | Keypoint National Bank, National Association, as Administrative Agent
Secured Party Mailing Address: | 200 Public Square, Cleveland, OH 44114
Amendment Type: | TERMINATION: This Financing Statement Amendment is a Termination Statement. Secured Party of record authorizes this Amendment. The Secured Party of record hereby terminates the effectiveness of the above-referenced Financing Statement.

KEYPOINT NATIONAL BANK, NATIONAL ASSOCIATION 200 Public Square Cleveland, OH 44114

PAYOFF LETTER AND LIEN RELEASE AUTHORIZATION

ACKNOWLEDGED AND AGREED:

EXHIBIT A

EXHIBIT B

UCC FINANCING STATEMENT AMENDMENT (FORM UCC-3)

EXHIBIT C

WIRE TRANSFER DETAILS:

WIRE CONFIRMATION CONTACT:

Record

Parties

Dates

Amounts