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LOCK-UP AGREEMENT

[Form of Lock-Up Agreement]

Exhibit A to the Underwriting Agreement dated February 8, 2024

Relating to the Initial Public Offering of Common Stock of Arbor Health Technologies Inc.

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LOCK-UP AGREEMENT

[●], 2024

Whitfield Barrow & Co., LLC As Representative of the Several Underwriters 383 Madison Avenue New York, NY 10179

Ladies and Gentlemen:

The undersigned (the "Undersigned") understands that Arbor Health Technologies Inc., a Delaware corporation (the "Company"), proposes to issue and sell shares of its common stock, par value $0.001 per share (the "Common Stock"), in an underwritten initial public offering (the "Offering") pursuant to a Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission (the "SEC"). The Undersigned further understands that the shares of Common Stock offered in the Offering are to be listed on the New York Stock Exchange under the ticker symbol "ARHT."

The Undersigned understands that an Underwriting Agreement (the "Underwriting Agreement") is to be entered into on or about February 8, 2024, among the Company and the several underwriters named therein (the "Underwriters"), for which Whitfield Barrow & Co., LLC acts as representative (the "Representative").

The Undersigned recognizes that the Offering and the lock-up contemplated by this Lock-Up Agreement (this "Agreement") will benefit the Company and the Undersigned. The Undersigned further acknowledges that the Representative and the several Underwriters are relying upon this Agreement as a material condition and inducement to entering into the Underwriting Agreement and proceeding with the Offering. The Undersigned understands that the Underwriters would not proceed with the Offering unless this Agreement is executed and delivered.

The Undersigned acknowledges that approximately forty-five (45) individuals and entities are executing lock-up agreements substantially in the form of this Agreement, covering in the aggregate approximately 80,000,000 shares of pre-IPO outstanding Common Stock.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Undersigned hereby agrees as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Common Stock" means the common stock, par value $0.001 per share, of Arbor Health Technologies Inc.

"Company" means Arbor Health Technologies Inc., a Delaware corporation, with its principal executive offices located at 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142.

"Final Prospectus" means the final prospectus relating to the Offering, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act").

"Lock-Up Period" means the period commencing on the date of the Final Prospectus and ending on, and including, the date that is one hundred eighty (180) days after the date of the Final Prospectus. For the avoidance of doubt, based on the anticipated date of the Final Prospectus of February 8, 2024, the Lock-Up Period is expected to commence on February 8, 2024, and expire on August 6, 2024.

"Lock-Up Securities" means (a) all shares of Common Stock beneficially owned (as such term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the Undersigned on the date hereof, (b) all securities convertible into, exchangeable for, or representing the right to receive shares of Common Stock beneficially owned by the Undersigned on the date hereof, and (c) all shares of Common Stock and securities convertible into, exchangeable for, or representing the right to receive shares of Common Stock acquired by the Undersigned during the Lock-Up Period, whether by purchase, exercise, conversion, exchange, or otherwise; provided, however, that Lock-Up Securities shall not include shares of Common Stock acquired by the Undersigned in open market transactions after the completion of the Offering, as set forth in Section 3(c) hereof.

"Offering" means the initial public offering of Common Stock by the Company pursuant to the Registration Statement.

"Representative" means Whitfield Barrow & Co., LLC, acting as representative of the several Underwriters named in the Underwriting Agreement.

"Transfer" means, directly or indirectly, to (a) sell, offer to sell, contract to sell, or agree to sell, (b) hypothecate, pledge, or grant any security interest in, (c) grant any option, right, or warrant to purchase, (d) lend or otherwise transfer or dispose of, (e) establish or increase a put equivalent position or liquidate or decrease a call equivalent position (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to, or (f) enter into any swap, hedge, short sale, forward sale, or any other agreement, transaction, or arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of, any Lock-Up Securities, whether any such transaction described in clauses (a) through (f) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. For the avoidance of doubt, "Transfer" shall include any transaction effected through a broker-dealer, any over-the-counter transaction, any privately negotiated transaction, and any transaction effected by means of a derivative instrument, including without limitation any put, call, option, forward, swap, collar, or other contract, agreement, or understanding, whether or not listed on a national securities exchange.

"Underwriting Agreement" means the Underwriting Agreement dated February 8, 2024, among the Company, the Representative, and the several Underwriters named therein.

SECTION 2: LOCK-UP RESTRICTIONS

Section 2(a): General Lock-Up Covenant

The Undersigned hereby agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative (which consent may be withheld in the Representative's sole and absolute discretion), directly or indirectly:

(i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant for the sale of, or otherwise Transfer any Lock-Up Securities;

(ii) enter into any swap, hedge, or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Lock-Up Securities, whether any such swap, hedge, or transaction described in this clause (ii) is to be settled by delivery of Common Stock or other securities, in cash, or otherwise;

(iii) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any Lock-Up Securities or any securities convertible into or exercisable or exchangeable for Lock-Up Securities; provided, however, that this clause (iii) shall not restrict the Company from filing a registration statement on Form S-8 in connection with any of its equity incentive plans; or

(iv) publicly disclose the intention to do any of the foregoing.

For the avoidance of doubt, the restrictions set forth in this Section 2(a) shall apply regardless of whether any transaction described in clauses (i) through (iv) above is to be settled by delivery of shares of Common Stock, other securities, in cash, or otherwise.

Section 2(b): Scope — Securities Covered

The restrictions set forth in Section 2(a) shall apply to all Lock-Up Securities, including without limitation:

(i) all shares of Common Stock currently held of record or beneficially owned by the Undersigned;

(ii) all options, warrants, or rights to acquire shares of Common Stock held by the Undersigned, whether or not currently exercisable or vested;

(iii) all securities convertible into or exchangeable for shares of Common Stock held by the Undersigned, including without limitation convertible notes, convertible preferred stock, and restricted stock units; and

(iv) any shares of Common Stock or other securities described in clauses (i) through (iii) above acquired by the Undersigned during the Lock-Up Period, whether by purchase, exercise, conversion, exchange, grant, award, or otherwise (subject to the exceptions set forth in Section 3 below).

As of the date of this Agreement, the Undersigned beneficially owns the number of shares of Common Stock and other securities set forth on the signature page hereto and detailed on Schedule A attached hereto.

SECTION 3: EXCEPTIONS TO LOCK-UP RESTRICTIONS

Notwithstanding the provisions of Section 2, the restrictions contained in Section 2 shall not apply to the following Transfers, in each case subject to the conditions set forth below:

Section 3(a): Estate Planning Transfers

The Undersigned may Transfer Lock-Up Securities (A) as a bona fide gift or gifts, (B) by will or intestacy, (C) to any trust, partnership, limited liability company, or other entity for the direct or indirect benefit of the Undersigned or the immediate family of the Undersigned, or (D) as a distribution to the immediate family of the Undersigned. For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage, domestic partnership, or adoption, not more remote than first cousin.

Any such Transfer pursuant to this Section 3(a) shall be subject to the following conditions:

(1) each donee, distributee, transferee, or other recipient shall execute and deliver to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto), agreeing to be bound by the restrictions set forth herein for the remainder of the Lock-Up Period;

(2) no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such Transfer during the Lock-Up Period; provided, however, that (x) a filing on Form 5 made after the expiration of the Lock-Up Period shall be permitted, and (y) if a filing on Form 4 is required to be filed during the Lock-Up Period, such filing shall include a footnote stating that the Transfer is being made for estate planning purposes and that no consideration was received by the Undersigned in connection therewith; and

(3) no such Transfer shall involve a disposition for value, and no consideration (including any change in beneficial ownership for purposes of Section 16 of the Exchange Act) shall be received by the Undersigned in connection with such Transfer.

Section 3(b): Pre-Existing Rule 10b5-1 Trading Plans

The Undersigned may sell shares of Common Stock pursuant to a trading plan established prior to the date of this Agreement that is intended to comply with, and satisfies the conditions of, Rule 10b5-1 under the Exchange Act (a "Pre-Existing 10b5-1 Plan"), provided that:

(i) such Pre-Existing 10b5-1 Plan was disclosed in the Registration Statement or the Final Prospectus, including the material terms thereof;

(ii) any required filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the sale of shares pursuant to a pre-existing trading plan intended to satisfy the conditions of Rule 10b5-1 under the Exchange Act and shall identify the date on which such plan was adopted; and

(iii) no public announcement or voluntary filing regarding such sales shall be made by or on behalf of the Undersigned during the Lock-Up Period other than filings required by applicable law or regulation.

The parties hereto acknowledge that reference is made to the side letter dated February 8, 2024, from Whitfield Barrow & Co., LLC confirming the parameters for Pre-Existing 10b5-1 Plans applicable to Dr. Nathaniel Rourke, Chief Executive Officer of the Company, and Margaret Tsujimoto, Chief Financial Officer of the Company, as specifically identified and described in the Registration Statement on Form S-1 (File No. 333-276841).

Section 3(c): Open Market Post-IPO Acquisitions

The restrictions set forth in Section 2 shall not apply to shares of Common Stock acquired by the Undersigned in the open market after the completion of the Offering (i.e., shares purchased by the Undersigned after the date of the Final Prospectus in secondary market transactions on the New York Stock Exchange or otherwise on the open market).

This exception is subject to the following condition:

No filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such subsequent open market acquisition during the Lock-Up Period. For the avoidance of doubt, if the Undersigned is a reporting person under Section 16 of the Exchange Act, any required filing reporting such open market acquisition shall not be deemed a voluntary public announcement for purposes of this condition.

Section 3(d): Tax Withholding on Vesting RSUs

The Undersigned may Transfer Lock-Up Securities to the Company (or have shares of Common Stock withheld by the Company) in connection with the vesting of restricted stock units ("RSUs") during the Lock-Up Period, solely to satisfy tax withholding obligations arising in connection with such vesting; provided, however, that:

(i) the aggregate number of shares of Common Stock so Transferred to the Company or withheld by the Company pursuant to this Section 3(d) shall not exceed ten percent (10%) of the total number of Lock-Up Securities beneficially owned by the Undersigned as of the date of this Agreement, as set forth on the signature page hereto and Schedule A attached hereto;

(ii) any shares of Common Stock received by the Undersigned upon the vesting of RSUs (net of shares Transferred or withheld for tax purposes) shall remain subject to the restrictions of this Agreement for the remainder of the Lock-Up Period; and

(iii) any filing under Section 16(a) of the Exchange Act made in connection with such Transfer or withholding shall clearly indicate in the footnotes thereto that such disposition relates solely to the satisfaction of tax withholding obligations arising upon the vesting of restricted stock units, and that no shares were sold on the open market.

Section 3(e): Exercise of Options (Cashless or Cash)

The Undersigned may exercise outstanding stock options or warrants to purchase shares of Common Stock that expire during the Lock-Up Period, provided that:

(i) any shares of Common Stock received by the Undersigned upon such exercise shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period;

(ii) a net exercise or cashless exercise resulting in the delivery of shares to the Company in payment of the exercise price and/or applicable withholding taxes shall be permitted under this Section 3(e), but any shares retained by the Undersigned following such net or cashless exercise shall remain Lock-Up Securities and shall be subject to all restrictions set forth herein; and

(iii) for the avoidance of doubt, this exception permits the exercise of options and warrants but does not permit the sale, transfer, or other disposition of the underlying shares of Common Stock received upon exercise (other than shares delivered to the Company in connection with a net or cashless exercise as described in clause (ii) above).

Section 3(f): Transfers to Affiliates

The Undersigned may Transfer Lock-Up Securities to any affiliate (as such term is defined in Rule 405 under the Securities Act) of the Undersigned, provided that such affiliate executes and delivers to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto), agreeing to be bound by all of the restrictions set forth herein for the remainder of the Lock-Up Period.

If the Undersigned is a partnership, limited liability company, or corporation, the Undersigned may Transfer Lock-Up Securities to any partner (including general partners, limited partners, and partners of partners), member (including managing members, non-managing members, and members of members), or stockholder of the Undersigned, or to any affiliate of the Undersigned, provided that in each case:

(i) such transferee executes and delivers to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto) for the remainder of the Lock-Up Period;

(ii) no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such Transfer during the Lock-Up Period (other than any filing required by law, which shall include a footnote stating that the Transfer was made to an affiliate, partner, member, or stockholder of the Undersigned and that no change in beneficial ownership has occurred); and

(iii) such Transfer does not involve a disposition for value to any third party that is not an affiliate, partner, member, or stockholder of the Undersigned.

SECTION 4: CONSENT OF REPRESENTATIVE

The Representative may, in its sole and absolute discretion, release any of the Lock-Up Securities from the restrictions set forth in this Agreement, in whole or in part, at any time during the Lock-Up Period. No such release shall be effective unless and until the Representative delivers written notice thereof to the Company and the Undersigned.

If the Representative agrees to release any officer or director of the Company from the lock-up restrictions set forth herein, and such release is not granted to all officers and directors of the Company who are subject to lock-up agreements substantially in the form of this Agreement, the Company shall announce the impending release or waiver by press release through a major news service (or through any method as may be required by the Financial Industry Regulatory Authority ("FINRA") Rule 5131 or any successor rule thereto) at least two (2) business days before the effective date of such release or waiver.

The Undersigned acknowledges that the provisions of this Section 4 are intended to comply with the requirements of FINRA Rule 5131(d)(2) relating to lock-up releases and research publication blackout periods, and the Undersigned agrees to cooperate with the Representative and the Company in connection with any such release or waiver, including by providing such information as may be reasonably requested by the Representative or the Company in connection with the required public announcement.

SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED

The Undersigned hereby represents and warrants to the Representative and each of the several Underwriters as follows:

(a) Power and Authority. The Undersigned has full legal right, power, and authority to enter into this Agreement and to perform the obligations contemplated hereunder. The execution, delivery, and performance of this Agreement by the Undersigned does not and will not contravene or conflict with, result in a breach of, or constitute a default under, any agreement, instrument, judgment, order, writ, decree, or injunction to which the Undersigned is a party or by which the Undersigned or any of the Undersigned's properties or assets is bound. If the Undersigned is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Undersigned.

(b) Beneficial Ownership. The Undersigned is the beneficial owner (as defined under Rule 13d-3 promulgated under the Exchange Act) of the Lock-Up Securities set forth on the signature page hereto and on Schedule A attached hereto. The information set forth on the signature page and Schedule A is true, complete, and correct as of the date hereof.

(c) No Inconsistent Agreements. The Undersigned has not entered into, and during the Lock-Up Period will not enter into, any agreement, arrangement, or understanding, whether written or oral, with any person or entity that is inconsistent with the restrictions set forth in this Agreement. The foregoing representation and warranty shall not be deemed to restrict or prohibit the maintenance of any Pre-Existing 10b5-1 Plan that has been disclosed in the Registration Statement, as contemplated by Section 3(b) hereof.

SECTION 6: STOP TRANSFER INSTRUCTIONS

The Undersigned agrees and consents that, during the Lock-Up Period, the Company and its transfer agent and registrar, Continental Share Services, Inc. (the "Transfer Agent"), are hereby authorized and directed to place a stop transfer notation and restrictive legend on the certificates (or book-entry positions) representing the Lock-Up Securities, indicating that such securities are subject to the restrictions set forth in this Agreement.

The Company and the Transfer Agent shall decline to make any transfer of Lock-Up Securities on the books and records of the Company or the Transfer Agent that is not made in compliance with this Agreement. The Undersigned hereby agrees and consents to the entry of stop transfer instructions with the Transfer Agent against the Transfer of Lock-Up Securities except in compliance with this Agreement.

Upon the expiration or termination of this Agreement in accordance with Section 8 hereof, the Company shall promptly instruct the Transfer Agent to remove any stop transfer notations and restrictive legends placed on the certificates (or book-entry positions) representing the Lock-Up Securities pursuant to this Section 6.

SECTION 7: NO ADDITIONAL SHARES

The Undersigned agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative, make any demand for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock.

Notwithstanding the foregoing, the Company's filing of a registration statement on Form S-8 (or any successor form) in connection with any of the Company's equity incentive plans, including without limitation the Arbor Health Technologies Inc. 2014 Stock Incentive Plan, the Arbor Health Technologies Inc. 2024 Equity Incentive Plan, and the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan, shall not be restricted or prohibited by this Section 7. For the avoidance of doubt, nothing in this Section 7 shall be construed to restrict the Company from filing any registration statement, prospectus supplement, or other filing with the SEC that does not relate to shares of Common Stock subject to this Agreement.

SECTION 8: TERM AND TERMINATION

This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of the following:

(a) the expiration of the Lock-Up Period (i.e., August 6, 2024, being one hundred eighty (180) days from the date of the Final Prospectus, February 8, 2024);

(b) the date on which the Representative, on behalf of the Underwriters, notifies the Company in writing that the Underwriting Agreement has been terminated prior to the sale of any shares of Common Stock pursuant thereto; or

(c) the date on which the Company notifies the Representative in writing that the Company has determined not to proceed with the Offering.

Upon the termination of this Agreement pursuant to this Section 8, all restrictions imposed hereunder shall immediately lapse and be of no further force or effect, and the Company shall promptly instruct the Transfer Agent to remove any stop transfer notations and restrictive legends placed on the certificates (or book-entry positions) representing the Lock-Up Securities pursuant to Section 6 hereof. For the avoidance of doubt, the termination of this Agreement shall not affect any rights or obligations that have accrued prior to such termination, including any claims for breach of this Agreement arising prior to such termination.

SECTION 9: MISCELLANEOUS PROVISIONS

Section 9(a): Binding Effect; Successors and Assigns

This Agreement shall be binding upon the Undersigned and the heirs, personal representatives, successors, and assigns of the Undersigned. Any transferee receiving Lock-Up Securities pursuant to a permitted Transfer under Section 3 hereof shall take such Lock-Up Securities subject to the restrictions of this Agreement for the remainder of the Lock-Up Period and shall, where required pursuant to Section 3, execute and deliver to the Representative a counterpart lock-up agreement or joinder agreement as contemplated herein. This Agreement shall inure to the benefit of the Representative and each of the several Underwriters and their respective successors and assigns.

Section 9(b): Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

The Undersigned hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan, City and State of New York, in any suit, action, or proceeding arising out of or relating to this Agreement, and agrees that all claims in respect of any such suit, action, or proceeding shall be heard and determined in such courts. The Undersigned hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that the Undersigned may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement in any such court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

WAIVER OF JURY TRIAL. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9(c): Third-Party Beneficiaries

The Undersigned acknowledges and agrees that the Company is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a party hereto. In addition, each of the several Underwriters named in the Underwriting Agreement is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a party hereto.

Section 9(d): Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Undersigned and the Representative with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, agreements, and understandings, whether written or oral, with respect to the subject matter hereof. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless such amendment, modification, or waiver is set forth in a written instrument that is signed by both the Representative and the Undersigned. No waiver of any breach or default hereunder shall constitute a waiver of any subsequent breach or default.

Section 9(e): Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. In the event that any provision is so determined to be invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 9(f): Notices

All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when sent by electronic mail (with written confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight courier service (with written confirmation of receipt), or (iv) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other addresses as shall be specified by like notice):

If to the Representative:

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

Attention: Jonathan Pritchett, Managing Director, Equity Capital Markets

Email: jpritchett@whitfieldbarrow.com

If to the Undersigned:

At the address set forth on the signature page hereto.

If to the Company:

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

Attention: Rachel Moynihan, General Counsel & Corporate Secretary

Email: rmoynihan@arborhealth.com

Section 9(g): Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law, e.g., www.Brightwater Software.com), or other transmission method, and counterparts so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 9(h): Headings

The section headings and captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement, and shall not affect in any way the meaning, interpretation, or construction of this Agreement.

SECTION 10: ACKNOWLEDGMENT

The Undersigned acknowledges that the Representative and the several Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Agreement. The Undersigned further acknowledges and agrees that this Agreement is irrevocable and shall be binding upon the Undersigned and the Undersigned's heirs, legal representatives, successors, and assigns for the entire duration of the Lock-Up Period.

The Undersigned understands that if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof that survive termination) is terminated prior to the sale of any shares of Common Stock pursuant thereto, or if the Company notifies the Representative that it has determined not to proceed with the Offering, then this Agreement shall automatically terminate and be of no further force or effect in accordance with Section 8 hereof.

The Undersigned has carefully read this Agreement and has consulted with the Undersigned's own legal counsel regarding the Undersigned's rights and obligations hereunder. The Undersigned fully understands the terms and consequences of this Agreement and has voluntarily executed this Agreement.

[SIGNATURE PAGE TO LOCK-UP AGREEMENT]

Each signatory should complete all blanks on this signature page. The number of shares listed should include all shares of Common Stock and securities convertible into or exercisable or exchangeable for Common Stock beneficially owned by the Undersigned as of the date of this Agreement. This form is to be executed by all directors, officers, and holders of 1% or more of pre-IPO shares (approximately 45 individuals and entities), covering approximately 80,000,000 pre-IPO outstanding shares of Common Stock.

If the Undersigned is an Individual:

Very truly yours,

________________________________________

Signature

Printed Name: ________

Address: ________

________________________________________

Number of shares of Common Stock beneficially owned: ________

Number of options/warrants/convertible securities beneficially owned: ________

If the Undersigned is an Entity:

Very truly yours,

________________________________________

(Name of Entity)

By: ________

Name: ________

Title: ________

Address: ________

________________________________________

Number of shares of Common Stock beneficially owned: ________

Number of options/warrants/convertible securities beneficially owned: ________

SCHEDULE A

LOCK-UP SECURITIES DETAIL

To be completed by each lock-up party. If additional rows are needed, attach a supplemental schedule. All shares and securities listed below are subject to the restrictions set forth in the Lock-Up Agreement to which this Schedule A is attached.

Name of Undersigned: ________

Date: ________

By executing the Lock-Up Agreement to which this Schedule A is attached, the Undersigned certifies that the information set forth above is true, complete, and correct as of the date of execution.

EXHIBIT A

FORM OF JOINDER AGREEMENT

(For Permitted Transferees under the Lock-Up Agreement)

[●], 2024

Whitfield Barrow & Co., LLC As Representative of the Several Underwriters 383 Madison Avenue New York, NY 10179

Ladies and Gentlemen:

Reference is made to that certain Lock-Up Agreement, dated [●], 2024 (the "Lock-Up Agreement"), executed by [Name of Transferor] (the "Transferor") in connection with the initial public offering of common stock, par value $0.001 per share (the "Common Stock"), of Arbor Health Technologies Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Lock-Up Agreement.

The undersigned (the "Transferee") hereby acknowledges that the Transferee is receiving from the Transferor the Lock-Up Securities described below (the "Transferred Securities") pursuant to Section [●] of the Lock-Up Agreement:

Description of Transferred Securities: ________

Number of Shares / Units: ________

Nature of Transfer (e.g., gift, distribution to partner/member, transfer to trust, transfer to affiliate): ________

In consideration of the foregoing and as a condition to the Transfer of the Transferred Securities to the Transferee, the Transferee hereby agrees as follows:

1. Assumption of Lock-Up Obligations. The Transferee hereby agrees to be bound by all of the terms, conditions, restrictions, and obligations set forth in the Lock-Up Agreement with respect to the Transferred Securities for the remainder of the Lock-Up Period (through and including August 6, 2024, or such earlier date on which the Lock-Up Agreement terminates in accordance with Section 8 thereof). The Transferee shall be deemed to be a party to the Lock-Up Agreement as though the Transferee were the original signatory thereto with respect to the Transferred Securities.

2. Representations and Warranties. The Transferee hereby makes each of the representations and warranties set forth in Section 5 of the Lock-Up Agreement, mutatis mutandis, with respect to the Transferee and the Transferred Securities.

3. Stop Transfer. The Transferee agrees and consents that the Company and the Transfer Agent are authorized to place a stop transfer notation and restrictive legend on the certificates (or book-entry positions) representing the Transferred Securities during the remainder of the Lock-Up Period, in accordance with Section 6 of the Lock-Up Agreement.

4. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

5. Counterparts. This Joinder Agreement may be executed in one or more counterparts, including by facsimile or electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

This Joinder Agreement is irrevocable and shall be binding upon the Transferee and the Transferee's heirs, legal representatives, successors, and assigns for the remainder of the Lock-Up Period.

If the Transferee is an Individual:

________________________________________

Signature

Printed Name: ________

Address: ________

________________________________________

If the Transferee is an Entity:

________________________________________

(Name of Entity)

By: ________

Name: ________

Title: ________

Address: ________

________________________________________

Acknowledged by the Representative:

WHITFIELD BARROW & CO., LLC As Representative of the Several Underwriters

By: ________

Name: ________

Title: ________

Date: ________

[End of Form of Joinder Agreement]

[End of Form of Lock-Up Agreement]

Description of Security	Number of Shares / Units	Vesting Status (if applicable)	Pre-Existing 10b5-1 Plan (Yes/No)	If Yes: Date Adopted	If Yes: Number of Shares Subject to Plan
Common Stock	N/A
Stock Options (Vested)	Fully Vested
Stock Options (Unvested)	Vesting Schedule: __
Restricted Stock Units (RSUs)	Vesting Schedule: __
Warrants	N/A
Convertible Notes	N/A

LOCK-UP AGREEMENT
[Form of Lock-Up Agreement]
Exhibit A to the Underwriting Agreement dated February 8, 2024
Relating to the Initial Public Offering of Common Stock of Arbor Health Technologies Inc.
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LOCK-UP AGREEMENT
[●], 2024
Whitfield Barrow & Co., LLC As Representative of the Several Underwriters 383 Madison Avenue New York, NY 10179
Ladies and Gentlemen:
The undersigned (the "Undersigned") understands that Arbor Health Technologies Inc., a Delaware corporation (the "Company"), proposes to issue and sell shares of its common stock, par value $0.001 per share (the "Common Stock"), in an underwritten initial public offering (the "Offering") pursuant to a Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission (the "SEC"). The Undersigned further understands that the shares of Common Stock offered in the Offering are to be listed on the New York Stock Exchange under the ticker symbol "ARHT."
The Undersigned understands that an Underwriting Agreement (the "Underwriting Agreement") is to be entered into on or about February 8, 2024, among the Company and the several underwriters named therein (the "Underwriters"), for which Whitfield Barrow & Co., LLC acts as representative (the "Representative").
The Undersigned recognizes that the Offering and the lock-up contemplated by this Lock-Up Agreement (this "Agreement") will benefit the Company and the Undersigned. The Undersigned further acknowledges that the Representative and the several Underwriters are relying upon this Agreement as a material condition and inducement to entering into the Underwriting Agreement and proceeding with the Offering. The Undersigned understands that the Underwriters would not proceed with the Offering unless this Agreement is executed and delivered.
The Undersigned acknowledges that approximately forty-five (45) individuals and entities are executing lock-up agreements substantially in the form of this Agreement, covering in the aggregate approximately 80,000,000 shares of pre-IPO outstanding Common Stock.
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Undersigned hereby agrees as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
"Common Stock" means the common stock, par value $0.001 per share, of Arbor Health Technologies Inc.
"Company" means Arbor Health Technologies Inc., a Delaware corporation, with its principal executive offices located at 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142.
"Final Prospectus" means the final prospectus relating to the Offering, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act").
"Lock-Up Period" means the period commencing on the date of the Final Prospectus and ending on, and including, the date that is one hundred eighty (180) days after the date of the Final Prospectus. For the avoidance of doubt, based on the anticipated date of the Final Prospectus of February 8, 2024, the Lock-Up Period is expected to commence on February 8, 2024, and expire on August 6, 2024.
"Lock-Up Securities" means (a) all shares of Common Stock beneficially owned (as such term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the Undersigned on the date hereof, (b) all securities convertible into, exchangeable for, or representing the right to receive shares of Common Stock beneficially owned by the Undersigned on the date hereof, and (c) all shares of Common Stock and securities convertible into, exchangeable for, or representing the right to receive shares of Common Stock acquired by the Undersigned during the Lock-Up Period, whether by purchase, exercise, conversion, exchange, or otherwise; provided, however, that Lock-Up Securities shall not include shares of Common Stock acquired by the Undersigned in open market transactions after the completion of the Offering, as set forth in Section 3(c) hereof.
"Offering" means the initial public offering of Common Stock by the Company pursuant to the Registration Statement.
"Representative" means Whitfield Barrow & Co., LLC, acting as representative of the several Underwriters named in the Underwriting Agreement.
"Transfer" means, directly or indirectly, to (a) sell, offer to sell, contract to sell, or agree to sell, (b) hypothecate, pledge, or grant any security interest in, (c) grant any option, right, or warrant to purchase, (d) lend or otherwise transfer or dispose of, (e) establish or increase a put equivalent position or liquidate or decrease a call equivalent position (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to, or (f) enter into any swap, hedge, short sale, forward sale, or any other agreement, transaction, or arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of, any Lock-Up Securities, whether any such transaction described in clauses (a) through (f) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. For the avoidance of doubt, "Transfer" shall include any transaction effected through a broker-dealer, any over-the-counter transaction, any privately negotiated transaction, and any transaction effected by means of a derivative instrument, including without limitation any put, call, option, forward, swap, collar, or other contract, agreement, or understanding, whether or not listed on a national securities exchange.
"Underwriting Agreement" means the Underwriting Agreement dated February 8, 2024, among the Company, the Representative, and the several Underwriters named therein.
SECTION 2: LOCK-UP RESTRICTIONS
Section 2(a): General Lock-Up Covenant
The Undersigned hereby agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative (which consent may be withheld in the Representative's sole and absolute discretion), directly or indirectly:
(i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant for the sale of, or otherwise Transfer any Lock-Up Securities;
(ii) enter into any swap, hedge, or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Lock-Up Securities, whether any such swap, hedge, or transaction described in this clause (ii) is to be settled by delivery of Common Stock or other securities, in cash, or otherwise;
(iii) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any Lock-Up Securities or any securities convertible into or exercisable or exchangeable for Lock-Up Securities; provided, however, that this clause (iii) shall not restrict the Company from filing a registration statement on Form S-8 in connection with any of its equity incentive plans; or
(iv) publicly disclose the intention to do any of the foregoing.
For the avoidance of doubt, the restrictions set forth in this Section 2(a) shall apply regardless of whether any transaction described in clauses (i) through (iv) above is to be settled by delivery of shares of Common Stock, other securities, in cash, or otherwise.
Section 2(b): Scope — Securities Covered
The restrictions set forth in Section 2(a) shall apply to all Lock-Up Securities, including without limitation:
(i) all shares of Common Stock currently held of record or beneficially owned by the Undersigned;
(ii) all options, warrants, or rights to acquire shares of Common Stock held by the Undersigned, whether or not currently exercisable or vested;
(iii) all securities convertible into or exchangeable for shares of Common Stock held by the Undersigned, including without limitation convertible notes, convertible preferred stock, and restricted stock units; and
(iv) any shares of Common Stock or other securities described in clauses (i) through (iii) above acquired by the Undersigned during the Lock-Up Period, whether by purchase, exercise, conversion, exchange, grant, award, or otherwise (subject to the exceptions set forth in Section 3 below).
As of the date of this Agreement, the Undersigned beneficially owns the number of shares of Common Stock and other securities set forth on the signature page hereto and detailed on Schedule A attached hereto.
SECTION 3: EXCEPTIONS TO LOCK-UP RESTRICTIONS
Notwithstanding the provisions of Section 2, the restrictions contained in Section 2 shall not apply to the following Transfers, in each case subject to the conditions set forth below:
Section 3(a): Estate Planning Transfers
The Undersigned may Transfer Lock-Up Securities (A) as a bona fide gift or gifts, (B) by will or intestacy, (C) to any trust, partnership, limited liability company, or other entity for the direct or indirect benefit of the Undersigned or the immediate family of the Undersigned, or (D) as a distribution to the immediate family of the Undersigned. For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage, domestic partnership, or adoption, not more remote than first cousin.
Any such Transfer pursuant to this Section 3(a) shall be subject to the following conditions:
(1) each donee, distributee, transferee, or other recipient shall execute and deliver to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto), agreeing to be bound by the restrictions set forth herein for the remainder of the Lock-Up Period;
(2) no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such Transfer during the Lock-Up Period; provided, however, that (x) a filing on Form 5 made after the expiration of the Lock-Up Period shall be permitted, and (y) if a filing on Form 4 is required to be filed during the Lock-Up Period, such filing shall include a footnote stating that the Transfer is being made for estate planning purposes and that no consideration was received by the Undersigned in connection therewith; and
(3) no such Transfer shall involve a disposition for value, and no consideration (including any change in beneficial ownership for purposes of Section 16 of the Exchange Act) shall be received by the Undersigned in connection with such Transfer.
Section 3(b): Pre-Existing Rule 10b5-1 Trading Plans
The Undersigned may sell shares of Common Stock pursuant to a trading plan established prior to the date of this Agreement that is intended to comply with, and satisfies the conditions of, Rule 10b5-1 under the Exchange Act (a "Pre-Existing 10b5-1 Plan"), provided that:
(i) such Pre-Existing 10b5-1 Plan was disclosed in the Registration Statement or the Final Prospectus, including the material terms thereof;
(ii) any required filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the sale of shares pursuant to a pre-existing trading plan intended to satisfy the conditions of Rule 10b5-1 under the Exchange Act and shall identify the date on which such plan was adopted; and
(iii) no public announcement or voluntary filing regarding such sales shall be made by or on behalf of the Undersigned during the Lock-Up Period other than filings required by applicable law or regulation.
The parties hereto acknowledge that reference is made to the side letter dated February 8, 2024, from Whitfield Barrow & Co., LLC confirming the parameters for Pre-Existing 10b5-1 Plans applicable to Dr. Nathaniel Rourke, Chief Executive Officer of the Company, and Margaret Tsujimoto, Chief Financial Officer of the Company, as specifically identified and described in the Registration Statement on Form S-1 (File No. 333-276841).
Section 3(c): Open Market Post-IPO Acquisitions
The restrictions set forth in Section 2 shall not apply to shares of Common Stock acquired by the Undersigned in the open market after the completion of the Offering (i.e., shares purchased by the Undersigned after the date of the Final Prospectus in secondary market transactions on the New York Stock Exchange or otherwise on the open market).
This exception is subject to the following condition:
No filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such subsequent open market acquisition during the Lock-Up Period. For the avoidance of doubt, if the Undersigned is a reporting person under Section 16 of the Exchange Act, any required filing reporting such open market acquisition shall not be deemed a voluntary public announcement for purposes of this condition.
Section 3(d): Tax Withholding on Vesting RSUs
The Undersigned may Transfer Lock-Up Securities to the Company (or have shares of Common Stock withheld by the Company) in connection with the vesting of restricted stock units ("RSUs") during the Lock-Up Period, solely to satisfy tax withholding obligations arising in connection with such vesting; provided, however, that:
(i) the aggregate number of shares of Common Stock so Transferred to the Company or withheld by the Company pursuant to this Section 3(d) shall not exceed ten percent (10%) of the total number of Lock-Up Securities beneficially owned by the Undersigned as of the date of this Agreement, as set forth on the signature page hereto and Schedule A attached hereto;
(ii) any shares of Common Stock received by the Undersigned upon the vesting of RSUs (net of shares Transferred or withheld for tax purposes) shall remain subject to the restrictions of this Agreement for the remainder of the Lock-Up Period; and
(iii) any filing under Section 16(a) of the Exchange Act made in connection with such Transfer or withholding shall clearly indicate in the footnotes thereto that such disposition relates solely to the satisfaction of tax withholding obligations arising upon the vesting of restricted stock units, and that no shares were sold on the open market.
Section 3(e): Exercise of Options (Cashless or Cash)
The Undersigned may exercise outstanding stock options or warrants to purchase shares of Common Stock that expire during the Lock-Up Period, provided that:
(i) any shares of Common Stock received by the Undersigned upon such exercise shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period;
(ii) a net exercise or cashless exercise resulting in the delivery of shares to the Company in payment of the exercise price and/or applicable withholding taxes shall be permitted under this Section 3(e), but any shares retained by the Undersigned following such net or cashless exercise shall remain Lock-Up Securities and shall be subject to all restrictions set forth herein; and
(iii) for the avoidance of doubt, this exception permits the exercise of options and warrants but does not permit the sale, transfer, or other disposition of the underlying shares of Common Stock received upon exercise (other than shares delivered to the Company in connection with a net or cashless exercise as described in clause (ii) above).
Section 3(f): Transfers to Affiliates
The Undersigned may Transfer Lock-Up Securities to any affiliate (as such term is defined in Rule 405 under the Securities Act) of the Undersigned, provided that such affiliate executes and delivers to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto), agreeing to be bound by all of the restrictions set forth herein for the remainder of the Lock-Up Period.
If the Undersigned is a partnership, limited liability company, or corporation, the Undersigned may Transfer Lock-Up Securities to any partner (including general partners, limited partners, and partners of partners), member (including managing members, non-managing members, and members of members), or stockholder of the Undersigned, or to any affiliate of the Undersigned, provided that in each case:
(i) such transferee executes and delivers to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto) for the remainder of the Lock-Up Period;
(ii) no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such Transfer during the Lock-Up Period (other than any filing required by law, which shall include a footnote stating that the Transfer was made to an affiliate, partner, member, or stockholder of the Undersigned and that no change in beneficial ownership has occurred); and
(iii) such Transfer does not involve a disposition for value to any third party that is not an affiliate, partner, member, or stockholder of the Undersigned.
SECTION 4: CONSENT OF REPRESENTATIVE
The Representative may, in its sole and absolute discretion, release any of the Lock-Up Securities from the restrictions set forth in this Agreement, in whole or in part, at any time during the Lock-Up Period. No such release shall be effective unless and until the Representative delivers written notice thereof to the Company and the Undersigned.
If the Representative agrees to release any officer or director of the Company from the lock-up restrictions set forth herein, and such release is not granted to all officers and directors of the Company who are subject to lock-up agreements substantially in the form of this Agreement, the Company shall announce the impending release or waiver by press release through a major news service (or through any method as may be required by the Financial Industry Regulatory Authority ("FINRA") Rule 5131 or any successor rule thereto) at least two (2) business days before the effective date of such release or waiver.
The Undersigned acknowledges that the provisions of this Section 4 are intended to comply with the requirements of FINRA Rule 5131(d)(2) relating to lock-up releases and research publication blackout periods, and the Undersigned agrees to cooperate with the Representative and the Company in connection with any such release or waiver, including by providing such information as may be reasonably requested by the Representative or the Company in connection with the required public announcement.
SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED
The Undersigned hereby represents and warrants to the Representative and each of the several Underwriters as follows:
(a) Power and Authority. The Undersigned has full legal right, power, and authority to enter into this Agreement and to perform the obligations contemplated hereunder. The execution, delivery, and performance of this Agreement by the Undersigned does not and will not contravene or conflict with, result in a breach of, or constitute a default under, any agreement, instrument, judgment, order, writ, decree, or injunction to which the Undersigned is a party or by which the Undersigned or any of the Undersigned's properties or assets is bound. If the Undersigned is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Undersigned.
(b) Beneficial Ownership. The Undersigned is the beneficial owner (as defined under Rule 13d-3 promulgated under the Exchange Act) of the Lock-Up Securities set forth on the signature page hereto and on Schedule A attached hereto. The information set forth on the signature page and Schedule A is true, complete, and correct as of the date hereof.
(c) No Inconsistent Agreements. The Undersigned has not entered into, and during the Lock-Up Period will not enter into, any agreement, arrangement, or understanding, whether written or oral, with any person or entity that is inconsistent with the restrictions set forth in this Agreement. The foregoing representation and warranty shall not be deemed to restrict or prohibit the maintenance of any Pre-Existing 10b5-1 Plan that has been disclosed in the Registration Statement, as contemplated by Section 3(b) hereof.
SECTION 6: STOP TRANSFER INSTRUCTIONS
The Undersigned agrees and consents that, during the Lock-Up Period, the Company and its transfer agent and registrar, Continental Share Services, Inc. (the "Transfer Agent"), are hereby authorized and directed to place a stop transfer notation and restrictive legend on the certificates (or book-entry positions) representing the Lock-Up Securities, indicating that such securities are subject to the restrictions set forth in this Agreement.
The Company and the Transfer Agent shall decline to make any transfer of Lock-Up Securities on the books and records of the Company or the Transfer Agent that is not made in compliance with this Agreement. The Undersigned hereby agrees and consents to the entry of stop transfer instructions with the Transfer Agent against the Transfer of Lock-Up Securities except in compliance with this Agreement.
Upon the expiration or termination of this Agreement in accordance with Section 8 hereof, the Company shall promptly instruct the Transfer Agent to remove any stop transfer notations and restrictive legends placed on the certificates (or book-entry positions) representing the Lock-Up Securities pursuant to this Section 6.
SECTION 7: NO ADDITIONAL SHARES
The Undersigned agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative, make any demand for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock.
Notwithstanding the foregoing, the Company's filing of a registration statement on Form S-8 (or any successor form) in connection with any of the Company's equity incentive plans, including without limitation the Arbor Health Technologies Inc. 2014 Stock Incentive Plan, the Arbor Health Technologies Inc. 2024 Equity Incentive Plan, and the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan, shall not be restricted or prohibited by this Section 7. For the avoidance of doubt, nothing in this Section 7 shall be construed to restrict the Company from filing any registration statement, prospectus supplement, or other filing with the SEC that does not relate to shares of Common Stock subject to this Agreement.
SECTION 8: TERM AND TERMINATION
This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of the following:
(a) the expiration of the Lock-Up Period (i.e., August 6, 2024, being one hundred eighty (180) days from the date of the Final Prospectus, February 8, 2024);
(b) the date on which the Representative, on behalf of the Underwriters, notifies the Company in writing that the Underwriting Agreement has been terminated prior to the sale of any shares of Common Stock pursuant thereto; or
(c) the date on which the Company notifies the Representative in writing that the Company has determined not to proceed with the Offering.
Upon the termination of this Agreement pursuant to this Section 8, all restrictions imposed hereunder shall immediately lapse and be of no further force or effect, and the Company shall promptly instruct the Transfer Agent to remove any stop transfer notations and restrictive legends placed on the certificates (or book-entry positions) representing the Lock-Up Securities pursuant to Section 6 hereof. For the avoidance of doubt, the termination of this Agreement shall not affect any rights or obligations that have accrued prior to such termination, including any claims for breach of this Agreement arising prior to such termination.
SECTION 9: MISCELLANEOUS PROVISIONS
Section 9(a): Binding Effect; Successors and Assigns
This Agreement shall be binding upon the Undersigned and the heirs, personal representatives, successors, and assigns of the Undersigned. Any transferee receiving Lock-Up Securities pursuant to a permitted Transfer under Section 3 hereof shall take such Lock-Up Securities subject to the restrictions of this Agreement for the remainder of the Lock-Up Period and shall, where required pursuant to Section 3, execute and deliver to the Representative a counterpart lock-up agreement or joinder agreement as contemplated herein. This Agreement shall inure to the benefit of the Representative and each of the several Underwriters and their respective successors and assigns.
Section 9(b): Governing Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
The Undersigned hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan, City and State of New York, in any suit, action, or proceeding arising out of or relating to this Agreement, and agrees that all claims in respect of any such suit, action, or proceeding shall be heard and determined in such courts. The Undersigned hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that the Undersigned may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement in any such court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
WAIVER OF JURY TRIAL. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9(c): Third-Party Beneficiaries
The Undersigned acknowledges and agrees that the Company is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a party hereto. In addition, each of the several Underwriters named in the Underwriting Agreement is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a party hereto.
Section 9(d): Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Undersigned and the Representative with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, agreements, and understandings, whether written or oral, with respect to the subject matter hereof. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless such amendment, modification, or waiver is set forth in a written instrument that is signed by both the Representative and the Undersigned. No waiver of any breach or default hereunder shall constitute a waiver of any subsequent breach or default.
Section 9(e): Severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. In the event that any provision is so determined to be invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.
Section 9(f): Notices
All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when sent by electronic mail (with written confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight courier service (with written confirmation of receipt), or (iv) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other addresses as shall be specified by like notice):
If to the Representative:
Whitfield Barrow & Co., LLC 383 Madison Avenue New York, NY 10179
Attention: Jonathan Pritchett, Managing Director, Equity Capital Markets
Email: jpritchett@whitfieldbarrow.com
If to the Undersigned:
At the address set forth on the signature page hereto.
If to the Company:
Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Attention: Rachel Moynihan, General Counsel & Corporate Secretary
Email: rmoynihan@arborhealth.com
Section 9(g): Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law, e.g., www.Brightwater Software.com), or other transmission method, and counterparts so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Section 9(h): Headings
The section headings and captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement, and shall not affect in any way the meaning, interpretation, or construction of this Agreement.
SECTION 10: ACKNOWLEDGMENT
The Undersigned acknowledges that the Representative and the several Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Agreement. The Undersigned further acknowledges and agrees that this Agreement is irrevocable and shall be binding upon the Undersigned and the Undersigned's heirs, legal representatives, successors, and assigns for the entire duration of the Lock-Up Period.
The Undersigned understands that if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof that survive termination) is terminated prior to the sale of any shares of Common Stock pursuant thereto, or if the Company notifies the Representative that it has determined not to proceed with the Offering, then this Agreement shall automatically terminate and be of no further force or effect in accordance with Section 8 hereof.
The Undersigned has carefully read this Agreement and has consulted with the Undersigned's own legal counsel regarding the Undersigned's rights and obligations hereunder. The Undersigned fully understands the terms and consequences of this Agreement and has voluntarily executed this Agreement.
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
Each signatory should complete all blanks on this signature page. The number of shares listed should include all shares of Common Stock and securities convertible into or exercisable or exchangeable for Common Stock beneficially owned by the Undersigned as of the date of this Agreement. This form is to be executed by all directors, officers, and holders of 1% or more of pre-IPO shares (approximately 45 individuals and entities), covering approximately 80,000,000 pre-IPO outstanding shares of Common Stock.
If the Undersigned is an Individual:
Very truly yours,
________________________________________
Signature
Printed Name: ________
Address: ________
________________________________________
________________________________________
Number of shares of Common Stock beneficially owned: ________
Number of options/warrants/convertible securities beneficially owned: ________
If the Undersigned is an Entity:
Very truly yours,
________________________________________
(Name of Entity)
By: ________
Name: ________
Title: ________
Address: ________
________________________________________
________________________________________
Number of shares of Common Stock beneficially owned: ________
Number of options/warrants/convertible securities beneficially owned: ________
SCHEDULE A
LOCK-UP SECURITIES DETAIL
To be completed by each lock-up party. If additional rows are needed, attach a supplemental schedule. All shares and securities listed below are subject to the restrictions set forth in the Lock-Up Agreement to which this Schedule A is attached.
Name of Undersigned: ________
Date: ________
By executing the Lock-Up Agreement to which this Schedule A is attached, the Undersigned certifies that the information set forth above is true, complete, and correct as of the date of execution.
EXHIBIT A
FORM OF JOINDER AGREEMENT
(For Permitted Transferees under the Lock-Up Agreement)
[●], 2024
Whitfield Barrow & Co., LLC As Representative of the Several Underwriters 383 Madison Avenue New York, NY 10179
Ladies and Gentlemen:
Reference is made to that certain Lock-Up Agreement, dated [●], 2024 (the "Lock-Up Agreement"), executed by [Name of Transferor] (the "Transferor") in connection with the initial public offering of common stock, par value $0.001 per share (the "Common Stock"), of Arbor Health Technologies Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Lock-Up Agreement.
The undersigned (the "Transferee") hereby acknowledges that the Transferee is receiving from the Transferor the Lock-Up Securities described below (the "Transferred Securities") pursuant to Section [●] of the Lock-Up Agreement:
Description of Transferred Securities: ________
Number of Shares / Units: ________
Nature of Transfer (e.g., gift, distribution to partner/member, transfer to trust, transfer to affiliate): ________
In consideration of the foregoing and as a condition to the Transfer of the Transferred Securities to the Transferee, the Transferee hereby agrees as follows:
1.  Assumption of Lock-Up Obligations. The Transferee hereby agrees to be bound by all of the terms, conditions, restrictions, and obligations set forth in the Lock-Up Agreement with respect to the Transferred Securities for the remainder of the Lock-Up Period (through and including August 6, 2024, or such earlier date on which the Lock-Up Agreement terminates in accordance with Section 8 thereof). The Transferee shall be deemed to be a party to the Lock-Up Agreement as though the Transferee were the original signatory thereto with respect to the Transferred Securities.
2.  Representations and Warranties. The Transferee hereby makes each of the representations and warranties set forth in Section 5 of the Lock-Up Agreement, mutatis mutandis, with respect to the Transferee and the Transferred Securities.
3.  Stop Transfer. The Transferee agrees and consents that the Company and the Transfer Agent are authorized to place a stop transfer notation and restrictive legend on the certificates (or book-entry positions) representing the Transferred Securities during the remainder of the Lock-Up Period, in accordance with Section 6 of the Lock-Up Agreement.
4.  Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
5.  Counterparts. This Joinder Agreement may be executed in one or more counterparts, including by facsimile or electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
This Joinder Agreement is irrevocable and shall be binding upon the Transferee and the Transferee's heirs, legal representatives, successors, and assigns for the remainder of the Lock-Up Period.
If the Transferee is an Individual:
________________________________________
Signature
Printed Name: ________
Address: ________
________________________________________
If the Transferee is an Entity:
________________________________________
(Name of Entity)
By: ________
Name: ________
Title: ________
Address: ________
________________________________________
Acknowledged by the Representative:
WHITFIELD BARROW & CO., LLC As Representative of the Several Underwriters
By: ________
Name: ________
Title: ________
Date: ________
[End of Form of Joinder Agreement]
[End of Form of Lock-Up Agreement]
Description of Security | Number of Shares / Units | Vesting Status (if applicable) | Pre-Existing 10b5-1 Plan (Yes/No) | If Yes: Date Adopted | If Yes: Number of Shares Subject to Plan
Common Stock | N/A
Stock Options (Vested) | Fully Vested
Stock Options (Unvested) | Vesting Schedule: __
Restricted Stock Units (RSUs) | Vesting Schedule: __
Warrants | N/A
Convertible Notes | N/A
Other (describe): __
Total

LOCK-UP AGREEMENT

LOCK-UP AGREEMENT

SECTION 1: DEFINITIONS

SECTION 2: LOCK-UP RESTRICTIONS

SECTION 3: EXCEPTIONS TO LOCK-UP RESTRICTIONS

SECTION 4: CONSENT OF REPRESENTATIVE

SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED

SECTION 6: STOP TRANSFER INSTRUCTIONS

SECTION 7: NO ADDITIONAL SHARES

SECTION 8: TERM AND TERMINATION

SECTION 9: MISCELLANEOUS PROVISIONS

SECTION 10: ACKNOWLEDGMENT

SCHEDULE A

LOCK-UP SECURITIES DETAIL

EXHIBIT A

FORM OF JOINDER AGREEMENT

Record

Parties

Dates

Amounts