[sheet: Execution Tracker]

[sheet: Execution Tracker]
Item No. | Signatory Name | Title / Role | Affiliation / Entity | Category | Shares Subject to Lock-Up | % of Pre-IPO Outstanding | Pre-Existing 10b5-1 Plan | 10b5-1 Plan Details | Date Lock-Up Signed | Signed Copy Received by C&H | Date Received by C&H | Delivered to Whitfield Barrow | Date Delivered to Whitfield Barrow | WB Confirmation of Receipt | WB Confirmation Date | Notes
1 | Dr. Nathaniel Rourke | Co-Founder, Chairman & CEO | Arbor Health Technologies Inc. | Executive Officer | 12800000 | 16.00% | Yes | 10b5-1 plan adopted September 2023; parameters confirmed in side letter from Whitfield Barrow | 2024-01-28 | Yes | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | Largest individual holder; 10b5-1 plan exception confirmed by WB side letter
2 | Margaret "Meg" Tsujimoto | Co-Founder & CTO | Arbor Health Technologies Inc. | Executive Officer | 9600000 | 12.00% | Yes | 10b5-1 plan adopted October 2023; parameters confirmed in side letter from Whitfield Barrow | 2024-01-28 | Yes | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | 10b5-1 plan exception confirmed by WB side letter
3 | David Halderman | Chief Financial Officer | Arbor Health Technologies Inc. | Executive Officer | 2400000 | 3.00% | No | N/A | 2024-01-28 | Yes | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31
4 | Rachel Moynihan | General Counsel & Corporate Secretary | Arbor Health Technologies Inc. | Executive Officer | 1200000 | 1.50% | No | N/A | 2024-01-28 | Yes | 2024-01-28 | Yes | 2024-01-29 | Yes | 2024-01-30 | AHT internal point of contact for lock-up matters
5 | Dr. Priya Subramanian | Chief Medical Officer | Arbor Health Technologies Inc. | Executive Officer | 1600000 | 2.00% | No | N/A | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | Yes | 2024-02-01
Subtotal — Executive Officers | 27600000 | 34.50% | 5 of 5 | 5 of 5 | 5 of 5
6 | Brindoval Trelvon Partners Fund IV, L.P. | Pre-IPO Sponsor (Series B & D Investor) | Brindoval Trelvon Partners, L.P. | Pre-IPO Investor | 28000000 | 35.00% | No | N/A | 2024-01-28 | Yes | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | Largest single holder; signed by Leonard Corbett as Managing Partner of CSP (GP of Fund IV)
7 | Ridgeline Growth Equity Fund III, LLC | Series C Investor | Ridgeline Growth Equity, LLC | Pre-IPO Investor | 16000000 | 20.00% | No | N/A | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | Yes | 2024-02-01 | Signed by Howard Feng as Managing Director of Ridgeline Growth Equity, LLC (Manager of Fund III)
Subtotal — Pre-IPO Investors | 44000000 | 55.00% | 2 of 2 | 2 of 2 | 2 of 2
8 | Leonard Corbett | Managing Partner; AHT Board Member | Brindoval Trelvon Partners, L.P. | Board Member | 0 | 0.00% | No | N/A | 2024-01-28 | Yes | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | Individual lock-up in addition to CSP Fund IV lock-up; no personal share holdings separate from fund
9 | Diana Coltrane | Partner; AHT Board Member | Brindoval Trelvon Partners, L.P. | Board Member | 0 | 0.00% | No | N/A | 2024-01-28 | Yes | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | Individual lock-up in addition to CSP Fund IV lock-up; no personal share holdings separate from fund
10 | Howard Feng | Managing Director; AHT Board Member | Ridgeline Growth Equity, LLC | Board Member | 0 | 0.00% | No | N/A | 2024-01-29 | Yes | 2024-01-30 | Yes | 2024-01-31 | Yes | 2024-02-01 | Individual lock-up in addition to RGE Fund III lock-up; no personal share holdings separate from fund
11 | Carolyn Whittemore | Independent Director | Arbor Health Board | Board Member | 50000 | 0.06% | No | N/A | 2024-01-30 | Yes | 2024-01-31 | Yes | 2024-02-01 | Yes | 2024-02-02 | Director equity grant shares
12 | Dr. Samuel Obadina | Independent Director | Arbor Health Board | Board Member | 50000 | 0.06% | No | N/A | 2024-01-30 | Yes | 2024-01-31 | Yes | 2024-02-01 | Yes | 2024-02-02 | Director equity grant shares
Subtotal — Board Members | 100000 | 0.13% | 5 of 5 | 5 of 5 | 5 of 5
13 | Employee Signatory #1 (VP Engineering) | VP Engineering | Arbor Health Technologies Inc. | Employee | 320000 | 0.40% | No | N/A | 2024-01-31 | Yes | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Option and restricted stock grants under 2014 Stock Incentive Plan
14 | Employee Signatory #2 (VP Sales) | VP Sales | Arbor Health Technologies Inc. | Employee | 280000 | 0.35% | No | N/A | 2024-01-31 | Yes | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03
15 | Employee Signatory #3 (VP Product) | VP Product | Arbor Health Technologies Inc. | Employee | 250000 | 0.31% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04
16 | Employee Signatory #4 (VP Marketing) | VP Marketing | Arbor Health Technologies Inc. | Employee | 240000 | 0.30% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04
17 | Employee Signatory #5 (VP Clinical Operations) | VP Clinical Operations | Arbor Health Technologies Inc. | Employee | 350000 | 0.44% | No | N/A | 2024-01-31 | Yes | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03
18 | Employee Signatory #6 (VP Regulatory Affairs) | VP Regulatory Affairs | Arbor Health Technologies Inc. | Employee | 310000 | 0.39% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04
19 | Employee Signatory #7 (VP Business Development) | VP Business Development | Arbor Health Technologies Inc. | Employee | 290000 | 0.36% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04
20 | Employee Signatory #8 (VP Data Science) | VP Data Science | Arbor Health Technologies Inc. | Employee | 270000 | 0.34% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04
21 | Employee Signatory #9 (Sr. Director Software) | Sr. Director Software | Arbor Health Technologies Inc. | Employee | 260000 | 0.33% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
22 | Employee Signatory #10 (Sr. Director R&D) | Sr. Director R&D | Arbor Health Technologies Inc. | Employee | 340000 | 0.43% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04
23 | Employee Signatory #11 (Director QA) | Director QA | Arbor Health Technologies Inc. | Employee | 220000 | 0.28% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
24 | Employee Signatory #12 (Director Finance) | Director Finance | Arbor Health Technologies Inc. | Employee | 200000 | 0.25% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
25 | Employee Signatory #13 (Director HR) | Director HR | Arbor Health Technologies Inc. | Employee | 180000 | 0.23% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
26 | Employee Signatory #14 (Sr. Director Commercial) | Sr. Director Commercial | Arbor Health Technologies Inc. | Employee | 330000 | 0.41% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04
27 | Employee Signatory #15 (Director Manufacturing) | Director Manufacturing | Arbor Health Technologies Inc. | Employee | 300000 | 0.38% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
28 | Employee Signatory #16 (Director IT) | Director IT | Arbor Health Technologies Inc. | Employee | 190000 | 0.24% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
29 | Employee Signatory #17 (Sr. Director Supply Chain) | Sr. Director Supply Chain | Arbor Health Technologies Inc. | Employee | 280000 | 0.35% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
30 | Employee Signatory #18 (Director Compliance) | Director Compliance | Arbor Health Technologies Inc. | Employee | 250000 | 0.31% | No | N/A | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-06
31 | Employee Signatory #19 (Director Cloud Architecture) | Director Cloud Architecture | Arbor Health Technologies Inc. | Employee | 230000 | 0.29% | No | N/A | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-06
32 | Employee Signatory #20 (Principal Engineer) | Principal Engineer | Arbor Health Technologies Inc. | Employee | 350000 | 0.44% | No | N/A | 2024-02-01 | Yes | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Early engineering hire; significant stock option grant
33 | Employee Signatory #21 (Sr. Director Medical Affairs) | Sr. Director Medical Affairs | Arbor Health Technologies Inc. | Employee | 310000 | 0.39% | No | N/A | 2024-02-02 | Yes | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05
34 | Employee Signatory #22 (Director Partnerships) | Director Partnerships | Arbor Health Technologies Inc. | Employee | 260000 | 0.33% | No | N/A | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-06
35 | Employee Signatory #23 (Director Analytics) | Director Analytics | Arbor Health Technologies Inc. | Employee | 240000 | 0.30% | No | N/A | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-06
36 | Employee Signatory #24 (Sr. Director Platform) | Sr. Director Platform | Arbor Health Technologies Inc. | Employee | 300000 | 0.38% | No | N/A | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-06
37 | Employee Signatory #25 (Director Security) | Director Security | Arbor Health Technologies Inc. | Employee | 250000 | 0.31% | No | N/A | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-06
Subtotal — Employees | 7100000 | 8.88% | 25 of 25 | 25 of 25 | 25 of 25
38 | Advisor Signatory #1 | Scientific Advisory Board Member | Arbor Health Technologies Inc. | Advisor | 180000 | 0.23% | No | N/A | 2024-02-03 | Yes | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-06 | SAB member since 2016; equity compensation under advisor agreement
39 | Advisor Signatory #2 | Strategic Advisor | Arbor Health Technologies Inc. | Advisor | 120000 | 0.15% | No | N/A | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-05 | Yes | 2024-02-06 | Advisory agreement executed 2019
40 | Advisor Signatory #3 | Clinical Advisory Board Member | Arbor Health Technologies Inc. | Advisor | 100000 | 0.13% | No | N/A | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-05 | Yes | 2024-02-06
Subtotal — Advisors | 400000 | 0.50% | 3 of 3 | 3 of 3 | 3 of 3
41 | Former Employee / Advisor #1 | Former VP Operations | N/A | Former Employee | 220000 | 0.28% | No | N/A | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-05 | Yes | 2024-02-06 | Departed AHT in 2022; retains vested options
42 | Former Employee / Advisor #2 | Former Sr. Director Engineering | N/A | Former Employee | 200000 | 0.25% | No | N/A | 2024-02-04 | Yes | 2024-02-05 | Yes | 2024-02-05 | Yes | 2024-02-06 | Departed AHT in 2023; retains vested options
43 | Former Employee / Advisor #3 | Former Director Clinical Trials | N/A | Former Employee | 150000 | 0.19% | No | N/A | 2024-02-05 | Yes | 2024-02-05 | Yes | 2024-02-06 | Yes | 2024-02-07 | Departed AHT in 2021; retains vested restricted stock
44 | Former Employee / Advisor #4 | Former Sr. Scientist | N/A | Former Employee | 170000 | 0.21% | No | N/A | 2024-02-05 | Yes | 2024-02-06 | Yes | 2024-02-06 | Yes | 2024-02-07 | Departed AHT in 2022; retains vested options
45 | Former Employee / Advisor #5 | Former Advisor | N/A | Former Employee | 60000 | 0.08% | No | N/A | 2024-02-05 | Yes | 2024-02-06 | Yes | 2024-02-06 | Yes | 2024-02-07 | Final signatory; all 45 lock-ups received prior to pricing date
Subtotal — Former Employees | 800000 | 1.00% | 5 of 5 | 5 of 5 | 5 of 5
GRAND TOTAL | 80000000 | 100.00% | 2 of 45 with 10b5-1 | 45 of 45 | 45 of 45 | 45 of 45 | All lock-ups executed and confirmed prior to closing
[sheet: Summary]
Metric | Value
Transaction | Arbor Health Technologies Inc. — Initial Public Offering
NYSE Ticker | ARHT
CUSIP | 039217105
SEC File Number | 333-276841
IPO Price per Share | $20.00
Base Shares Offered | 20,000,000
Overallotment Shares | 3,000,000
Total Shares Offered (incl. Greenshoe) | 23,000,000
Pre-IPO Shares Outstanding | 80,000,000
Post-IPO Shares Outstanding (incl. Greenshoe) | 103,000,000
Lock-Up Agreement — Representative | Whitfield Barrow & Co., LLC
Lock-Up Period | 180 days from date of final prospectus
Lock-Up Start Date | February 8, 2024
Lock-Up Expiration Date | August 6, 2024
Pricing Date | February 8, 2024
Closing Date | February 13, 2024
Total Lock-Up Signatories Required | 45
Total Lock-Up Signatories Executed | 45
Total Shares Subject to Lock-Up | 80,000,000
% of Pre-IPO Outstanding Subject to Lock-Up | 100.0%
% of Post-IPO Outstanding Subject to Lock-Up | 77.7%
Signatories with Pre-Existing 10b5-1 Plans | 2 (Dr. Nathaniel Rourke; Margaret Tsujimoto)
10b5-1 Side Letter Executed | Yes — dated per WB side letter
Lock-Up Exceptions | (i) Estate planning transfers (donees must sign lock-up); (ii) Pre-existing 10b5-1 plans disclosed in S-1; (iii) Open market post-IPO acquisitions; (iv) Up to 10% of locked-up shares for tax withholding on vesting RSUs
All Lock-ups Received by C&H | Yes — confirmed
All Lock-ups Delivered to Whitfield Barrow | Yes — confirmed
All WB Confirmations Received | Yes — confirmed prior to closing
Earliest Lock-Up Signature Date | January 28, 2024
Latest Lock-Up Signature Date | February 5, 2024
Issuer's Counsel | Calderwood & Harkness LLP
Issuer's Counsel Contact | Theodore Langston / Eric Johannsen
Underwriters' Counsel | Meridian Hale & Quivorn LLP
Underwriters' Counsel Contact | Graham Neville / Kathryn Brennan
Tracker Prepared By | Claire Dempsey, Calderwood & Harkness LLP
Last Updated | February 13, 2024
[sheet: Category Breakdown]
Category | Number of Signatories | Total Shares Subject to Lock-Up | % of Pre-IPO Outstanding | All Executed | All Confirmed by WB
Executive Officers | 5 | 27600000 | 34.50% | Yes | Yes
Non-Executive Board Members (Investor Designees — Individual) | 3 | 0 | 0.00% | Yes | Yes
Independent Directors | 2 | 100000 | 0.13% | Yes | Yes
Pre-IPO Institutional Investors (Fund Entities) | 2 | 44000000 | 55.00% | Yes | Yes
Current Employees (≥1% holders and other significant holders) | 25 | 7100000 | 8.88% | Yes | Yes
Advisors | 3 | 400000 | 0.50% | Yes | Yes
Former Employees | 5 | 800000 | 1.00% | Yes | Yes
TOTAL | 45 | 80000000 | 100.00% | Yes | Yes