1010-00002 · Client 1010 · Lock-Up Agreements

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CONFIDENTIAL

WHITFIELD BARROW & CO., LLC 383 Madison Avenue New York, NY 10179

Telephone: (212) 555-7800 Facsimile: (212) 555-7801

February 8, 2024

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

Attention: Rachel Moynihan, General Counsel & Corporate Secretary

Re: Side Letter Regarding Pre-Existing Rule 10b5-1 Trading Plan Exception to Lock-Up Agreements — Initial Public Offering of Common Stock of Arbor Health Technologies Inc.

cc: Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004 (Attention: Theodore Langston) Meridian Hale & Quivorn LLP, 51 West 52nd Street, New York, NY 10019 (Attention: Graham Neville)

Dear Ms. Moynihan:

This side letter (this "Side Letter") is delivered in connection with the initial public offering of common stock of Arbor Health Technologies Inc. (the "Company") and the related Lock-Up Agreements described below. The purpose of this Side Letter is to set forth the agreed-upon parameters under which certain pre-existing trading plans adopted in compliance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), may operate during the Lock-Up Period (as defined below) without requiring separate transactional consent from the Representative (as defined below) or any of the Underwriters (as defined below).

1. Introductory Recitals and Reference to Lock-Up Agreements

Reference is hereby made to that certain Underwriting Agreement, dated as of February 8, 2024 (the "Underwriting Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several underwriters named therein (the "Underwriters"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC, in connection with the initial public offering (the "Offering") of 20,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Shares"), to be listed and traded on the New York Stock Exchange under the ticker symbol "ARHT."

Reference is further made to the lock-up agreements (each, a "Lock-Up Agreement" and collectively, the "Lock-Up Agreements") executed and delivered by each of the directors, executive officers, and holders of one percent (1%) or more of the Company's pre-IPO outstanding shares of common stock, in each case in favor of Whitfield Barrow & Co., LLC, as Representative of the several Underwriters. Approximately forty-five (45) individuals and entities executed Lock-Up Agreements in connection with the Offering, covering in the aggregate approximately 80,000,000 shares of common stock of the Company (including shares issuable upon exercise of vested options or other convertible securities held by such signatories, to the extent applicable).

The Lock-Up Agreements provide for a lock-up period of one hundred eighty (180) days commencing on the date of the final prospectus relating to the Offering, dated February 8, 2024, and expiring on August 6, 2024 (the "Lock-Up Period"). During the Lock-Up Period, each signatory to a Lock-Up Agreement has agreed, subject to certain limited exceptions set forth therein, not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of the Company or any securities convertible into, exchangeable for, or that represent the right to receive shares of common stock of the Company, (ii) enter into any swap, hedge, or other arrangement that transfers, in whole or in part, the economic consequences of ownership of shares of common stock of the Company, or (iii) make any demand for, or exercise any right with respect to, the registration of any shares of common stock of the Company or any securities convertible into, exchangeable for, or that represent the right to receive shares of common stock of the Company, in each case without the prior written consent of the Representative.

Each Lock-Up Agreement contains an exception permitting the sale of shares of common stock of the Company pursuant to a trading plan adopted in compliance with Rule 10b5-1 under the Exchange Act ("Rule 10b5-1"), provided that (a) such trading plan was in existence as of the date of the Underwriting Agreement, (b) the existence and material terms of such trading plan were disclosed in the Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission (the "SEC") (the "Registration Statement"), and (c) no public announcement or filing under the Exchange Act regarding any sale or transfer of shares under such trading plan is required or made voluntarily during the Lock-Up Period other than as required by applicable law.

The purpose of this Side Letter is to confirm the specific parameters under which certain pre-existing Rule 10b5-1 trading plans identified herein are permitted to operate during the Lock-Up Period without requiring separate consent from the Representative or any of the Underwriters for individual transactions effected pursuant thereto, and to set forth certain related conditions, representations, and acknowledgments.

2. Identification of Pre-Existing 10b5-1 Plans

2.1 Dr. Nathaniel Rourke — Co-Founder, Chairman and Chief Executive Officer

Dr. Nathaniel Rourke ("Dr. Rourke") serves as Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer of the Company. As of the date hereof, and immediately prior to the closing of the Offering, Dr. Rourke beneficially owns approximately 12,800,000 shares of common stock of the Company, representing approximately 16.0% of the Company's pre-IPO outstanding shares of common stock and approximately 12.43% of the Company's post-IPO outstanding shares of common stock (based on 103,000,000 shares of common stock outstanding after giving effect to the issuance of the Shares in the Offering, and excluding shares subject to outstanding options or other equity awards not yet exercised). Dr. Rourke is a signatory to a Lock-Up Agreement.

Dr. Rourke has adopted a trading plan under Rule 10b5-1 (the "Rourke Plan") with the following material terms:

(i) The Rourke Plan was adopted on or about September 1, 2023.

(ii) The Rourke Plan was adopted in good faith and in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including without limitation the cooling-off period, good faith, and certification requirements applicable to directors and officers under the amendments to Rule 10b5-1 that became effective on February 27, 2023. At the time of adoption of the Rourke Plan, Dr. Rourke was not in possession of material nonpublic information concerning the Company, its business, financial condition, or prospects.

(iii) The Rourke Plan is administered by Hartfield Securities LLC ("Hartfield"), a broker-dealer registered under Section 15 of the Exchange Act, designated by Dr. Rourke in the Rourke Plan as the plan broker responsible for executing transactions thereunder.

(iv) The Rourke Plan provides for the sale of up to 500,000 shares of common stock of the Company during the twelve (12)-month period following the date on which the Registration Statement was declared effective by the SEC, subject to volume limitations, minimum price thresholds, and other trading parameters set forth in the Rourke Plan.

(v) The existence and material terms of the Rourke Plan were disclosed in the Registration Statement under the section titled "Shares Eligible for Future Sale — Lock-Up Agreements."

(vi) The Rourke Plan has not been modified, amended, supplemented, or terminated at any time following the filing of the initial confidential submission of the Registration Statement with the SEC on November 10, 2023.

2.2 Margaret Tsujimoto — Co-Founder and Chief Technology Officer

Margaret Tsujimoto ("Ms. Tsujimoto") serves as Co-Founder and Chief Technology Officer of the Company. As of the date hereof, and immediately prior to the closing of the Offering, Ms. Tsujimoto beneficially owns approximately 9,600,000 shares of common stock of the Company, representing approximately 12.0% of the Company's pre-IPO outstanding shares of common stock and approximately 9.32% of the Company's post-IPO outstanding shares of common stock (based on 103,000,000 shares of common stock outstanding after giving effect to the issuance of the Shares in the Offering, and excluding shares subject to outstanding options or other equity awards not yet exercised). Ms. Tsujimoto is a signatory to a Lock-Up Agreement.

Ms. Tsujimoto has adopted a trading plan under Rule 10b5-1 (the "Tsujimoto Plan") with the following material terms:

(i) The Tsujimoto Plan was adopted on or about September 1, 2023.

(ii) The Tsujimoto Plan was adopted in good faith and in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including without limitation the cooling-off period, good faith, and certification requirements applicable to directors and officers under the amendments to Rule 10b5-1 that became effective on February 27, 2023. At the time of adoption of the Tsujimoto Plan, Ms. Tsujimoto was not in possession of material nonpublic information concerning the Company, its business, financial condition, or prospects.

(iii) The Tsujimoto Plan is administered by Oakmont Wealth Advisors, Inc. ("Oakmont"), a broker-dealer registered under Section 15 of the Exchange Act, designated by Ms. Tsujimoto in the Tsujimoto Plan as the plan broker responsible for executing transactions thereunder.

(iv) The Tsujimoto Plan provides for the sale of up to 350,000 shares of common stock of the Company during the twelve (12)-month period following the date on which the Registration Statement was declared effective by the SEC, subject to volume limitations, minimum price thresholds, and other trading parameters set forth in the Tsujimoto Plan.

(v) The existence and material terms of the Tsujimoto Plan were disclosed in the Registration Statement under the section titled "Shares Eligible for Future Sale — Lock-Up Agreements."

(vi) The Tsujimoto Plan has not been modified, amended, supplemented, or terminated at any time following the filing of the initial confidential submission of the Registration Statement with the SEC on November 10, 2023.

2.3 Confirmation that No Other Pre-Existing 10b5-1 Plans Exist

The Company hereby confirms that, to the knowledge of the Company and based upon certifications received from each of the approximately forty-five (45) signatories to Lock-Up Agreements, no directors, officers, or other Lock-Up Agreement signatories other than Dr. Rourke and Ms. Tsujimoto maintain pre-existing Rule 10b5-1 trading plans that (a) were in effect as of the date of the Underwriting Agreement and (b) were disclosed in the Registration Statement. The Company further confirms that no Lock-Up Agreement signatory has adopted any new Rule 10b5-1 trading plan or other trading arrangement since the date of the initial confidential submission of the Registration Statement on November 10, 2023.

In the event that any additional pre-existing Rule 10b5-1 trading plan of a Lock-Up Agreement signatory is identified after the date hereof, the Company shall promptly notify the Representative in writing of such plan, including its material terms and the identity of the plan holder. Any such additional plan shall not benefit from the authorization granted in this Side Letter and shall not operate during the Lock-Up Period absent separate written consent from the Representative, in the Representative's sole discretion.

3. Confirmed Parameters for Operation of Pre-Existing 10b5-1 Plans During the Lock-Up Period

3.1 Authorization. The Representative hereby confirms, on behalf of itself and the several Underwriters listed in the Underwriting Agreement, that the pre-existing Rule 10b5-1 trading plans described in Sections 2.1 and 2.2 above (the Rourke Plan and the Tsujimoto Plan, each a "Pre-Existing Plan" and collectively, the "Pre-Existing Plans") are permitted to operate during the Lock-Up Period in accordance with their existing terms and the conditions set forth in this Side Letter. No separate consent from the Representative or any individual Underwriter shall be required for any individual transaction effected pursuant to a Pre-Existing Plan during the Lock-Up Period, provided that the conditions set forth in Section 3.2 below are satisfied at all times.

This authorization is granted solely in respect of the Pre-Existing Plans as described herein and does not extend to any other trading plan, arrangement, or instruction, whether adopted before or after the date hereof, and does not constitute a general waiver of the consent requirements set forth in the Lock-Up Agreements.

3.2 Conditions to Operation

Each Pre-Existing Plan must satisfy, and continue to satisfy, all of the following conditions at all times during the Lock-Up Period in order to benefit from the authorization set forth in Section 3.1 above:

(a) Compliance with Rule 10b5-1. The Pre-Existing Plan must have been adopted, and must continue to operate, in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including without limitation the cooling-off period requirements, good faith requirements, and certification requirements applicable to directors and officers of the Company under the amendments to Rule 10b5-1 that became effective on February 27, 2023, as promulgated by the SEC in Release No. 34-96492. The plan holder must have acted in good faith with respect to the Pre-Existing Plan, and neither the plan holder nor the Company shall have taken any action that would cause the Pre-Existing Plan to cease to satisfy the conditions of Rule 10b5-1(c)(1) as an affirmative defense to liability under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

(b) Disclosure in Registration Statement. The existence of the Pre-Existing Plan and the material terms thereof must have been disclosed in the Registration Statement (including any amendment or supplement thereto) in the section(s) titled "Shares Eligible for Future Sale" and/or "Principal and Selling Stockholders," or as otherwise required by Item 403 of Regulation S-K or other applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder. The Company shall have ensured that the disclosure regarding the Pre-Existing Plans in the Registration Statement was accurate and complete in all material respects as of the effective date of the Registration Statement.

(c) No Modification or Amendment. The Pre-Existing Plan shall not be modified, amended, supplemented, or terminated during the Lock-Up Period without the prior written consent of the Representative, which consent may be withheld in the Representative's sole discretion. For the avoidance of doubt, automatic termination provisions contained within the original terms of the Pre-Existing Plan (including, without limitation, automatic termination upon the sale of all shares subject to the plan, upon the expiration of the plan term, or upon the occurrence of certain events specified in the plan as adopted) shall not require the prior written consent of the Representative and shall not constitute a modification, amendment, or termination requiring such consent.

(d) No New Plans. Neither Dr. Rourke nor Ms. Tsujimoto, nor any other signatory to a Lock-Up Agreement, shall adopt, enter into, or establish any new trading plan under Rule 10b5-1, or any other trading plan, arrangement, or instruction for the purchase or sale of shares of common stock of the Company, during the Lock-Up Period without the prior written consent of the Representative. This restriction applies regardless of whether such new plan would otherwise comply with Rule 10b5-1 or any other applicable law or regulation.

(e) Volume Limitations. Sales of shares of common stock under each Pre-Existing Plan during the Lock-Up Period shall not exceed the aggregate share amounts specified in Section 2 above. Specifically, aggregate sales under the Rourke Plan during the Lock-Up Period shall not exceed 500,000 shares of common stock, and aggregate sales under the Tsujimoto Plan during the Lock-Up Period shall not exceed 350,000 shares of common stock. For purposes of this limitation, all shares sold under a Pre-Existing Plan on or after February 8, 2024, through and including August 6, 2024, shall be counted toward the applicable aggregate limit, regardless of whether such sales occur before or after the date of this Side Letter.

(f) No Discretionary Influence. During the Lock-Up Period, the plan holder shall not exercise, or attempt to exercise, any influence over the timing, amount, price, or manner of sales of shares under the Pre-Existing Plan, or over the selection of broker-dealers to execute transactions thereunder, consistent with the requirements of Rule 10b5-1(c)(1)(i)(B)(3) under the Exchange Act. The plan holder shall not communicate, directly or indirectly, with any person executing transactions under the Pre-Existing Plan regarding the timing, amount, price, or manner of any sale, and shall not deviate from or override the terms and instructions of the Pre-Existing Plan as originally adopted.

(g) Public Filing Obligations. Any sales of shares of common stock made pursuant to a Pre-Existing Plan during the Lock-Up Period shall be reported in a timely manner on Form 4 filed with the SEC in accordance with Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Each such Form 4 filing shall include a footnote indicating that the reported transaction was effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted on or about September 1, 2023, and disclosed in the Registration Statement. The Company shall use its reasonable best efforts to ensure that Dr. Rourke and Ms. Tsujimoto comply with the filing requirements of Section 16(a) of the Exchange Act on a timely basis with respect to any such transactions.

(h) No Hedging or Monetization. During the Lock-Up Period, the plan holder shall not enter into, or cause to be entered into, any hedging transaction, prepaid variable forward contract, equity swap, put or call option (other than the exercise of options granted under the Company's equity incentive plans, to the extent permitted under the applicable Lock-Up Agreement), collar arrangement, exchange fund participation, or any other transaction, arrangement, or agreement that would have the effect of transferring, in whole or in part, the economic risk or consequences of ownership of shares of common stock of the Company that are subject to the applicable Lock-Up Agreement. This restriction applies to shares subject to the Pre-Existing Plans as well as to all other shares of common stock of the Company beneficially owned by the plan holder.

3.3 Notice to Representative

The Company shall provide the Representative with prompt written notice of any sale of shares of common stock effected pursuant to a Pre-Existing Plan during the Lock-Up Period. Such notice may be delivered by electronic mail to Jonathan Pritchett (jpritchett@whitfieldbarrow.com) and Sarah Langley-Kwan (slangley-kwan@whitfieldbarrow.com) at Whitfield Barrow & Co., LLC, and shall include the following information with respect to each such sale:

(i) the date of the sale (trade date);

(ii) the number of shares of common stock sold;

(iii) the weighted average sale price per share; and

(iv) the cumulative number of shares sold under the applicable Pre-Existing Plan during the Lock-Up Period as of the date of such sale.

Such notice shall be provided within two (2) business days following the applicable trade date. The Company shall also promptly provide the Representative with a copy of any Form 4 filed with the SEC reflecting transactions under a Pre-Existing Plan during the Lock-Up Period, and shall use reasonable best efforts to provide an advance draft of such Form 4 to the Representative prior to its filing with the SEC.

3.4 Remedies for Non-Compliance

In the event that any Pre-Existing Plan ceases to satisfy one or more of the conditions set forth in Section 3.2 above at any time during the Lock-Up Period, the authorization granted in Section 3.1 of this Side Letter shall automatically and immediately cease to apply with respect to such Pre-Existing Plan, and any further sales of shares of common stock under such Pre-Existing Plan during the remainder of the Lock-Up Period shall require the prior written consent of the Representative, in the Representative's sole discretion. The cessation of the authorization under this Section 3.4 shall be effective without notice to the plan holder, the Company, or any other person, although the Representative shall use reasonable efforts to notify the Company promptly upon becoming aware that a condition has ceased to be satisfied.

The Representative shall retain all rights and remedies available under the applicable Lock-Up Agreement, under the Underwriting Agreement, and at law or in equity, with respect to any breach or violation of the Lock-Up Agreement or this Side Letter by any plan holder, the Company, or any other person. The exercise of any remedy under this Side Letter or any Lock-Up Agreement shall not preclude the exercise of any other remedy. No failure or delay by the Representative in exercising any right or remedy shall operate as a waiver thereof.

4. No Waiver or Modification of Lock-Up Agreements

This Side Letter is intended solely to clarify the parameters under which the Pre-Existing Plans may operate during the Lock-Up Period, as contemplated by the exception for pre-existing Rule 10b5-1 trading plans set forth in the Lock-Up Agreements, and to set forth certain related conditions, representations, and acknowledgments. This Side Letter does not constitute, and shall not be construed as, a waiver, release, amendment, modification, or termination of any Lock-Up Agreement, or any provision thereof, in any other respect.

All terms and conditions of each Lock-Up Agreement remain in full force and effect, except to the limited extent expressly provided in Section 3.1 of this Side Letter with respect to the authorization for sales under the Pre-Existing Plans. Without limiting the generality of the foregoing, nothing in this Side Letter shall be deemed to:

(i) constitute consent to any early release of any shares of common stock from the restrictions imposed by any Lock-Up Agreement, other than as expressly authorized herein with respect to shares sold pursuant to the Pre-Existing Plans;

(ii) modify, limit, or waive the Representative's right to consent to or deny any request for early release, waiver, or modification of any Lock-Up Agreement;

(iii) alter or modify the Lock-Up Period, which shall remain one hundred eighty (180) days commencing on February 8, 2024, and expiring on August 6, 2024;

(iv) modify or limit the scope of the transfer restrictions set forth in any Lock-Up Agreement, except as expressly provided herein; or

(v) create any precedent or obligation on the part of the Representative or any Underwriter to consent to any future request for waiver, modification, or early release of any Lock-Up Agreement, whether in connection with a Rule 10b5-1 trading plan or otherwise.

The Lock-Up Period and all other provisions of the Lock-Up Agreements are unaffected by this Side Letter and shall continue to apply in accordance with their terms.

5. Company Representations and Acknowledgments

The Company hereby represents and warrants to the Representative, as of the date hereof, as follows:

(a) The Company has been advised by each of Dr. Nathaniel Rourke and Margaret Tsujimoto of the existence and material terms of their respective Pre-Existing Plans, including the date of adoption, the identity of the plan broker, the maximum number of shares subject to the plan, the plan duration, and the volume and price parameters applicable thereto.

(b) The material terms of the Pre-Existing Plans have been accurately and completely disclosed in the Registration Statement (SEC File No. 333-276841, CIK 0001987432), including in the section titled "Shares Eligible for Future Sale — Lock-Up Agreements," and such disclosure was accurate and complete in all material respects as of the effective date of the Registration Statement.

(c) To the knowledge of the Company, each Pre-Existing Plan was adopted in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including the applicable cooling-off period requirements set forth in Rule 10b5-1(c)(1)(ii) as amended effective February 27, 2023. Specifically, to the knowledge of the Company, each Pre-Existing Plan was adopted with a cooling-off period of not less than ninety (90) days following the date of adoption (or, if later, the date of the plan holder's certification regarding the plan), as required for directors and officers under the amended rule.

(d) To the knowledge of the Company, neither Dr. Nathaniel Rourke nor Margaret Tsujimoto was in possession of material nonpublic information concerning the Company, its business, financial condition, results of operations, or prospects at the time of adoption of their respective Pre-Existing Plans on or about September 1, 2023.

(e) No Pre-Existing Plan has been modified, amended, supplemented, or terminated since its initial adoption on or about September 1, 2023, and, to the knowledge of the Company, each Pre-Existing Plan remains in effect and operative as of the date hereof in accordance with its original terms.

The Company acknowledges that the Representative and the several Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon, among other things, the representations and warranties set forth in this Section 5 and the accuracy of the disclosure regarding the Pre-Existing Plans in the Registration Statement.

6. Governing Law and Miscellaneous

6.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The parties hereto consent to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for any action, suit, or proceeding arising out of or relating to this Side Letter, and each party irrevocably waives any objection to such jurisdiction on the grounds of venue, forum non conveniens, or any similar doctrine.

6.2 Counterparts. This Side Letter 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. Delivery of an executed counterpart of this Side Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of a manually executed counterpart.

6.3 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a writing signed by the Representative and the Company. No oral agreement, understanding, or course of dealing shall be effective to amend, modify, or waive any provision of this Side Letter.

6.4 Successors and Assigns. This Side Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Company nor any plan holder may assign any of its rights or obligations under this Side Letter without the prior written consent of the Representative.

6.5 Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement or the Lock-Up Agreements, as applicable. In the event that a term is defined in both the Underwriting Agreement and a Lock-Up Agreement, the definition in the Underwriting Agreement shall control unless the context clearly requires otherwise.

6.6 Conflict. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of any Lock-Up Agreement, the terms of the Lock-Up Agreement shall control in all respects, except to the extent expressly provided in Section 3.1 hereof with respect to the authorization for sales under the Pre-Existing Plans during the Lock-Up Period.

6.7 Entire Agreement. This Side Letter, together with the Lock-Up Agreements and the Underwriting Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, with respect thereto.

6.8 Headings. The headings contained in this Side Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

7. Signature block

If the foregoing accurately reflects our understanding and agreement, please indicate your acceptance by signing and returning a copy of this Side Letter in the space provided below.

[Remainder of page intentionally left blank; signature pages follow.]

SIGNATURE PAGE TO SIDE LETTER RE: 10b5-1 PLAN EXCEPTION

Very truly yours,

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

By: ________

Name: Jonathan Pritchett

Title: Managing Director, Equity Capital Markets

Date: February 8, 2024

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Rachel Moynihan

Title: General Counsel & Corporate Secretary

Date: ________

DR. NATHANIEL ROURKE Individually, as a Lock-Up Agreement signatory and beneficiary of this Side Letter

________________________________________

Dr. Nathaniel Rourke

Date: ________

MARGARET TSUJIMOTO Individually, as a Lock-Up Agreement signatory and beneficiary of this Side Letter

________________________________________

Margaret Tsujimoto

Date: ________

EXHIBIT A

Summary of Pre-Existing 10b5-1 Plans

The following table sets forth a summary of the Pre-Existing Plans identified in Section 2 of this Side Letter:

Note: The plans described above are the only pre-existing Rule 10b5-1 trading plans in effect as of February 8, 2024, for any Lock-Up Agreement signatory, as disclosed in the Registration Statement on Form S-1 (File No. 333-276841) for the initial public offering of common stock of Arbor Health Technologies Inc. on the New York Stock Exchange (ticker: ARHT). No other directors, officers, or Lock-Up Agreement signatories maintain pre-existing Rule 10b5-1 trading plans that were in effect as of the date of the Underwriting Agreement and disclosed in the Registration Statement. This Exhibit A is incorporated by reference into, and forms a part of, the Side Letter to which it is attached, dated February 8, 2024.

Plan Holder	Date of Plan Adoption	Plan Broker	Maximum Shares Subject to Plan	Plan Duration	Disclosed in S-1 Section
Dr. Nathaniel Rourke, Co-Founder, Chairman & CEO	September 1, 2023	Hartfield Securities LLC	500,000 shares	12 months from IPO effectiveness	"Shares Eligible for Future Sale — Lock-Up Agreements"
Margaret Tsujimoto, Co-Founder & CTO	September 1, 2023	Oakmont Wealth Advisors, Inc.	350,000 shares	12 months from IPO effectiveness	"Shares Eligible for Future Sale — Lock-Up Agreements"

CONFIDENTIAL
WHITFIELD BARROW & CO., LLC 383 Madison Avenue New York, NY 10179
Telephone: (212) 555-7800 Facsimile: (212) 555-7801
February 8, 2024
Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Attention: Rachel Moynihan, General Counsel & Corporate Secretary
Re: Side Letter Regarding Pre-Existing Rule 10b5-1 Trading Plan Exception to Lock-Up Agreements — Initial Public Offering of Common Stock of Arbor Health Technologies Inc.
cc: Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004 (Attention: Theodore Langston) Meridian Hale & Quivorn LLP, 51 West 52nd Street, New York, NY 10019 (Attention: Graham Neville)
Dear Ms. Moynihan:
This side letter (this "Side Letter") is delivered in connection with the initial public offering of common stock of Arbor Health Technologies Inc. (the "Company") and the related Lock-Up Agreements described below. The purpose of this Side Letter is to set forth the agreed-upon parameters under which certain pre-existing trading plans adopted in compliance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), may operate during the Lock-Up Period (as defined below) without requiring separate transactional consent from the Representative (as defined below) or any of the Underwriters (as defined below).
1. Introductory Recitals and Reference to Lock-Up Agreements
Reference is hereby made to that certain Underwriting Agreement, dated as of February 8, 2024 (the "Underwriting Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several underwriters named therein (the "Underwriters"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC, in connection with the initial public offering (the "Offering") of 20,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Shares"), to be listed and traded on the New York Stock Exchange under the ticker symbol "ARHT."
Reference is further made to the lock-up agreements (each, a "Lock-Up Agreement" and collectively, the "Lock-Up Agreements") executed and delivered by each of the directors, executive officers, and holders of one percent (1%) or more of the Company's pre-IPO outstanding shares of common stock, in each case in favor of Whitfield Barrow & Co., LLC, as Representative of the several Underwriters. Approximately forty-five (45) individuals and entities executed Lock-Up Agreements in connection with the Offering, covering in the aggregate approximately 80,000,000 shares of common stock of the Company (including shares issuable upon exercise of vested options or other convertible securities held by such signatories, to the extent applicable).
The Lock-Up Agreements provide for a lock-up period of one hundred eighty (180) days commencing on the date of the final prospectus relating to the Offering, dated February 8, 2024, and expiring on August 6, 2024 (the "Lock-Up Period"). During the Lock-Up Period, each signatory to a Lock-Up Agreement has agreed, subject to certain limited exceptions set forth therein, not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of the Company or any securities convertible into, exchangeable for, or that represent the right to receive shares of common stock of the Company, (ii) enter into any swap, hedge, or other arrangement that transfers, in whole or in part, the economic consequences of ownership of shares of common stock of the Company, or (iii) make any demand for, or exercise any right with respect to, the registration of any shares of common stock of the Company or any securities convertible into, exchangeable for, or that represent the right to receive shares of common stock of the Company, in each case without the prior written consent of the Representative.
Each Lock-Up Agreement contains an exception permitting the sale of shares of common stock of the Company pursuant to a trading plan adopted in compliance with Rule 10b5-1 under the Exchange Act ("Rule 10b5-1"), provided that (a) such trading plan was in existence as of the date of the Underwriting Agreement, (b) the existence and material terms of such trading plan were disclosed in the Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission (the "SEC") (the "Registration Statement"), and (c) no public announcement or filing under the Exchange Act regarding any sale or transfer of shares under such trading plan is required or made voluntarily during the Lock-Up Period other than as required by applicable law.
The purpose of this Side Letter is to confirm the specific parameters under which certain pre-existing Rule 10b5-1 trading plans identified herein are permitted to operate during the Lock-Up Period without requiring separate consent from the Representative or any of the Underwriters for individual transactions effected pursuant thereto, and to set forth certain related conditions, representations, and acknowledgments.
2. Identification of Pre-Existing 10b5-1 Plans
2.1 Dr. Nathaniel Rourke — Co-Founder, Chairman and Chief Executive Officer
Dr. Nathaniel Rourke ("Dr. Rourke") serves as Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer of the Company. As of the date hereof, and immediately prior to the closing of the Offering, Dr. Rourke beneficially owns approximately 12,800,000 shares of common stock of the Company, representing approximately 16.0% of the Company's pre-IPO outstanding shares of common stock and approximately 12.43% of the Company's post-IPO outstanding shares of common stock (based on 103,000,000 shares of common stock outstanding after giving effect to the issuance of the Shares in the Offering, and excluding shares subject to outstanding options or other equity awards not yet exercised). Dr. Rourke is a signatory to a Lock-Up Agreement.
Dr. Rourke has adopted a trading plan under Rule 10b5-1 (the "Rourke Plan") with the following material terms:
(i) The Rourke Plan was adopted on or about September 1, 2023.
(ii) The Rourke Plan was adopted in good faith and in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including without limitation the cooling-off period, good faith, and certification requirements applicable to directors and officers under the amendments to Rule 10b5-1 that became effective on February 27, 2023. At the time of adoption of the Rourke Plan, Dr. Rourke was not in possession of material nonpublic information concerning the Company, its business, financial condition, or prospects.
(iii) The Rourke Plan is administered by Hartfield Securities LLC ("Hartfield"), a broker-dealer registered under Section 15 of the Exchange Act, designated by Dr. Rourke in the Rourke Plan as the plan broker responsible for executing transactions thereunder.
(iv) The Rourke Plan provides for the sale of up to 500,000 shares of common stock of the Company during the twelve (12)-month period following the date on which the Registration Statement was declared effective by the SEC, subject to volume limitations, minimum price thresholds, and other trading parameters set forth in the Rourke Plan.
(v) The existence and material terms of the Rourke Plan were disclosed in the Registration Statement under the section titled "Shares Eligible for Future Sale — Lock-Up Agreements."
(vi) The Rourke Plan has not been modified, amended, supplemented, or terminated at any time following the filing of the initial confidential submission of the Registration Statement with the SEC on November 10, 2023.
2.2 Margaret Tsujimoto — Co-Founder and Chief Technology Officer
Margaret Tsujimoto ("Ms. Tsujimoto") serves as Co-Founder and Chief Technology Officer of the Company. As of the date hereof, and immediately prior to the closing of the Offering, Ms. Tsujimoto beneficially owns approximately 9,600,000 shares of common stock of the Company, representing approximately 12.0% of the Company's pre-IPO outstanding shares of common stock and approximately 9.32% of the Company's post-IPO outstanding shares of common stock (based on 103,000,000 shares of common stock outstanding after giving effect to the issuance of the Shares in the Offering, and excluding shares subject to outstanding options or other equity awards not yet exercised). Ms. Tsujimoto is a signatory to a Lock-Up Agreement.
Ms. Tsujimoto has adopted a trading plan under Rule 10b5-1 (the "Tsujimoto Plan") with the following material terms:
(i) The Tsujimoto Plan was adopted on or about September 1, 2023.
(ii) The Tsujimoto Plan was adopted in good faith and in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including without limitation the cooling-off period, good faith, and certification requirements applicable to directors and officers under the amendments to Rule 10b5-1 that became effective on February 27, 2023. At the time of adoption of the Tsujimoto Plan, Ms. Tsujimoto was not in possession of material nonpublic information concerning the Company, its business, financial condition, or prospects.
(iii) The Tsujimoto Plan is administered by Oakmont Wealth Advisors, Inc. ("Oakmont"), a broker-dealer registered under Section 15 of the Exchange Act, designated by Ms. Tsujimoto in the Tsujimoto Plan as the plan broker responsible for executing transactions thereunder.
(iv) The Tsujimoto Plan provides for the sale of up to 350,000 shares of common stock of the Company during the twelve (12)-month period following the date on which the Registration Statement was declared effective by the SEC, subject to volume limitations, minimum price thresholds, and other trading parameters set forth in the Tsujimoto Plan.
(v) The existence and material terms of the Tsujimoto Plan were disclosed in the Registration Statement under the section titled "Shares Eligible for Future Sale — Lock-Up Agreements."
(vi) The Tsujimoto Plan has not been modified, amended, supplemented, or terminated at any time following the filing of the initial confidential submission of the Registration Statement with the SEC on November 10, 2023.
2.3 Confirmation that No Other Pre-Existing 10b5-1 Plans Exist
The Company hereby confirms that, to the knowledge of the Company and based upon certifications received from each of the approximately forty-five (45) signatories to Lock-Up Agreements, no directors, officers, or other Lock-Up Agreement signatories other than Dr. Rourke and Ms. Tsujimoto maintain pre-existing Rule 10b5-1 trading plans that (a) were in effect as of the date of the Underwriting Agreement and (b) were disclosed in the Registration Statement. The Company further confirms that no Lock-Up Agreement signatory has adopted any new Rule 10b5-1 trading plan or other trading arrangement since the date of the initial confidential submission of the Registration Statement on November 10, 2023.
In the event that any additional pre-existing Rule 10b5-1 trading plan of a Lock-Up Agreement signatory is identified after the date hereof, the Company shall promptly notify the Representative in writing of such plan, including its material terms and the identity of the plan holder. Any such additional plan shall not benefit from the authorization granted in this Side Letter and shall not operate during the Lock-Up Period absent separate written consent from the Representative, in the Representative's sole discretion.
3. Confirmed Parameters for Operation of Pre-Existing 10b5-1 Plans During the Lock-Up Period
3.1 Authorization.  The Representative hereby confirms, on behalf of itself and the several Underwriters listed in the Underwriting Agreement, that the pre-existing Rule 10b5-1 trading plans described in Sections 2.1 and 2.2 above (the Rourke Plan and the Tsujimoto Plan, each a "Pre-Existing Plan" and collectively, the "Pre-Existing Plans") are permitted to operate during the Lock-Up Period in accordance with their existing terms and the conditions set forth in this Side Letter. No separate consent from the Representative or any individual Underwriter shall be required for any individual transaction effected pursuant to a Pre-Existing Plan during the Lock-Up Period, provided that the conditions set forth in Section 3.2 below are satisfied at all times.
This authorization is granted solely in respect of the Pre-Existing Plans as described herein and does not extend to any other trading plan, arrangement, or instruction, whether adopted before or after the date hereof, and does not constitute a general waiver of the consent requirements set forth in the Lock-Up Agreements.
3.2 Conditions to Operation
Each Pre-Existing Plan must satisfy, and continue to satisfy, all of the following conditions at all times during the Lock-Up Period in order to benefit from the authorization set forth in Section 3.1 above:
(a) Compliance with Rule 10b5-1. The Pre-Existing Plan must have been adopted, and must continue to operate, in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including without limitation the cooling-off period requirements, good faith requirements, and certification requirements applicable to directors and officers of the Company under the amendments to Rule 10b5-1 that became effective on February 27, 2023, as promulgated by the SEC in Release No. 34-96492. The plan holder must have acted in good faith with respect to the Pre-Existing Plan, and neither the plan holder nor the Company shall have taken any action that would cause the Pre-Existing Plan to cease to satisfy the conditions of Rule 10b5-1(c)(1) as an affirmative defense to liability under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
(b) Disclosure in Registration Statement. The existence of the Pre-Existing Plan and the material terms thereof must have been disclosed in the Registration Statement (including any amendment or supplement thereto) in the section(s) titled "Shares Eligible for Future Sale" and/or "Principal and Selling Stockholders," or as otherwise required by Item 403 of Regulation S-K or other applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder. The Company shall have ensured that the disclosure regarding the Pre-Existing Plans in the Registration Statement was accurate and complete in all material respects as of the effective date of the Registration Statement.
(c) No Modification or Amendment. The Pre-Existing Plan shall not be modified, amended, supplemented, or terminated during the Lock-Up Period without the prior written consent of the Representative, which consent may be withheld in the Representative's sole discretion. For the avoidance of doubt, automatic termination provisions contained within the original terms of the Pre-Existing Plan (including, without limitation, automatic termination upon the sale of all shares subject to the plan, upon the expiration of the plan term, or upon the occurrence of certain events specified in the plan as adopted) shall not require the prior written consent of the Representative and shall not constitute a modification, amendment, or termination requiring such consent.
(d) No New Plans. Neither Dr. Rourke nor Ms. Tsujimoto, nor any other signatory to a Lock-Up Agreement, shall adopt, enter into, or establish any new trading plan under Rule 10b5-1, or any other trading plan, arrangement, or instruction for the purchase or sale of shares of common stock of the Company, during the Lock-Up Period without the prior written consent of the Representative. This restriction applies regardless of whether such new plan would otherwise comply with Rule 10b5-1 or any other applicable law or regulation.
(e) Volume Limitations. Sales of shares of common stock under each Pre-Existing Plan during the Lock-Up Period shall not exceed the aggregate share amounts specified in Section 2 above. Specifically, aggregate sales under the Rourke Plan during the Lock-Up Period shall not exceed 500,000 shares of common stock, and aggregate sales under the Tsujimoto Plan during the Lock-Up Period shall not exceed 350,000 shares of common stock. For purposes of this limitation, all shares sold under a Pre-Existing Plan on or after February 8, 2024, through and including August 6, 2024, shall be counted toward the applicable aggregate limit, regardless of whether such sales occur before or after the date of this Side Letter.
(f) No Discretionary Influence. During the Lock-Up Period, the plan holder shall not exercise, or attempt to exercise, any influence over the timing, amount, price, or manner of sales of shares under the Pre-Existing Plan, or over the selection of broker-dealers to execute transactions thereunder, consistent with the requirements of Rule 10b5-1(c)(1)(i)(B)(3) under the Exchange Act. The plan holder shall not communicate, directly or indirectly, with any person executing transactions under the Pre-Existing Plan regarding the timing, amount, price, or manner of any sale, and shall not deviate from or override the terms and instructions of the Pre-Existing Plan as originally adopted.
(g) Public Filing Obligations. Any sales of shares of common stock made pursuant to a Pre-Existing Plan during the Lock-Up Period shall be reported in a timely manner on Form 4 filed with the SEC in accordance with Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Each such Form 4 filing shall include a footnote indicating that the reported transaction was effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted on or about September 1, 2023, and disclosed in the Registration Statement. The Company shall use its reasonable best efforts to ensure that Dr. Rourke and Ms. Tsujimoto comply with the filing requirements of Section 16(a) of the Exchange Act on a timely basis with respect to any such transactions.
(h) No Hedging or Monetization. During the Lock-Up Period, the plan holder shall not enter into, or cause to be entered into, any hedging transaction, prepaid variable forward contract, equity swap, put or call option (other than the exercise of options granted under the Company's equity incentive plans, to the extent permitted under the applicable Lock-Up Agreement), collar arrangement, exchange fund participation, or any other transaction, arrangement, or agreement that would have the effect of transferring, in whole or in part, the economic risk or consequences of ownership of shares of common stock of the Company that are subject to the applicable Lock-Up Agreement. This restriction applies to shares subject to the Pre-Existing Plans as well as to all other shares of common stock of the Company beneficially owned by the plan holder.
3.3 Notice to Representative
The Company shall provide the Representative with prompt written notice of any sale of shares of common stock effected pursuant to a Pre-Existing Plan during the Lock-Up Period. Such notice may be delivered by electronic mail to Jonathan Pritchett (jpritchett@whitfieldbarrow.com) and Sarah Langley-Kwan (slangley-kwan@whitfieldbarrow.com) at Whitfield Barrow & Co., LLC, and shall include the following information with respect to each such sale:
(i) the date of the sale (trade date);
(ii) the number of shares of common stock sold;
(iii) the weighted average sale price per share; and
(iv) the cumulative number of shares sold under the applicable Pre-Existing Plan during the Lock-Up Period as of the date of such sale.
Such notice shall be provided within two (2) business days following the applicable trade date. The Company shall also promptly provide the Representative with a copy of any Form 4 filed with the SEC reflecting transactions under a Pre-Existing Plan during the Lock-Up Period, and shall use reasonable best efforts to provide an advance draft of such Form 4 to the Representative prior to its filing with the SEC.
3.4 Remedies for Non-Compliance
In the event that any Pre-Existing Plan ceases to satisfy one or more of the conditions set forth in Section 3.2 above at any time during the Lock-Up Period, the authorization granted in Section 3.1 of this Side Letter shall automatically and immediately cease to apply with respect to such Pre-Existing Plan, and any further sales of shares of common stock under such Pre-Existing Plan during the remainder of the Lock-Up Period shall require the prior written consent of the Representative, in the Representative's sole discretion. The cessation of the authorization under this Section 3.4 shall be effective without notice to the plan holder, the Company, or any other person, although the Representative shall use reasonable efforts to notify the Company promptly upon becoming aware that a condition has ceased to be satisfied.
The Representative shall retain all rights and remedies available under the applicable Lock-Up Agreement, under the Underwriting Agreement, and at law or in equity, with respect to any breach or violation of the Lock-Up Agreement or this Side Letter by any plan holder, the Company, or any other person. The exercise of any remedy under this Side Letter or any Lock-Up Agreement shall not preclude the exercise of any other remedy. No failure or delay by the Representative in exercising any right or remedy shall operate as a waiver thereof.
4. No Waiver or Modification of Lock-Up Agreements
This Side Letter is intended solely to clarify the parameters under which the Pre-Existing Plans may operate during the Lock-Up Period, as contemplated by the exception for pre-existing Rule 10b5-1 trading plans set forth in the Lock-Up Agreements, and to set forth certain related conditions, representations, and acknowledgments. This Side Letter does not constitute, and shall not be construed as, a waiver, release, amendment, modification, or termination of any Lock-Up Agreement, or any provision thereof, in any other respect.
All terms and conditions of each Lock-Up Agreement remain in full force and effect, except to the limited extent expressly provided in Section 3.1 of this Side Letter with respect to the authorization for sales under the Pre-Existing Plans. Without limiting the generality of the foregoing, nothing in this Side Letter shall be deemed to:
(i) constitute consent to any early release of any shares of common stock from the restrictions imposed by any Lock-Up Agreement, other than as expressly authorized herein with respect to shares sold pursuant to the Pre-Existing Plans;
(ii) modify, limit, or waive the Representative's right to consent to or deny any request for early release, waiver, or modification of any Lock-Up Agreement;
(iii) alter or modify the Lock-Up Period, which shall remain one hundred eighty (180) days commencing on February 8, 2024, and expiring on August 6, 2024;
(iv) modify or limit the scope of the transfer restrictions set forth in any Lock-Up Agreement, except as expressly provided herein; or
(v) create any precedent or obligation on the part of the Representative or any Underwriter to consent to any future request for waiver, modification, or early release of any Lock-Up Agreement, whether in connection with a Rule 10b5-1 trading plan or otherwise.
The Lock-Up Period and all other provisions of the Lock-Up Agreements are unaffected by this Side Letter and shall continue to apply in accordance with their terms.
5. Company Representations and Acknowledgments
The Company hereby represents and warrants to the Representative, as of the date hereof, as follows:
(a) The Company has been advised by each of Dr. Nathaniel Rourke and Margaret Tsujimoto of the existence and material terms of their respective Pre-Existing Plans, including the date of adoption, the identity of the plan broker, the maximum number of shares subject to the plan, the plan duration, and the volume and price parameters applicable thereto.
(b) The material terms of the Pre-Existing Plans have been accurately and completely disclosed in the Registration Statement (SEC File No. 333-276841, CIK 0001987432), including in the section titled "Shares Eligible for Future Sale — Lock-Up Agreements," and such disclosure was accurate and complete in all material respects as of the effective date of the Registration Statement.
(c) To the knowledge of the Company, each Pre-Existing Plan was adopted in compliance with Rule 10b5-1(c)(1) under the Exchange Act, including the applicable cooling-off period requirements set forth in Rule 10b5-1(c)(1)(ii) as amended effective February 27, 2023. Specifically, to the knowledge of the Company, each Pre-Existing Plan was adopted with a cooling-off period of not less than ninety (90) days following the date of adoption (or, if later, the date of the plan holder's certification regarding the plan), as required for directors and officers under the amended rule.
(d) To the knowledge of the Company, neither Dr. Nathaniel Rourke nor Margaret Tsujimoto was in possession of material nonpublic information concerning the Company, its business, financial condition, results of operations, or prospects at the time of adoption of their respective Pre-Existing Plans on or about September 1, 2023.
(e) No Pre-Existing Plan has been modified, amended, supplemented, or terminated since its initial adoption on or about September 1, 2023, and, to the knowledge of the Company, each Pre-Existing Plan remains in effect and operative as of the date hereof in accordance with its original terms.
The Company acknowledges that the Representative and the several Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon, among other things, the representations and warranties set forth in this Section 5 and the accuracy of the disclosure regarding the Pre-Existing Plans in the Registration Statement.
6. Governing Law and Miscellaneous
6.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The parties hereto consent to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for any action, suit, or proceeding arising out of or relating to this Side Letter, and each party irrevocably waives any objection to such jurisdiction on the grounds of venue, forum non conveniens, or any similar doctrine.
6.2 Counterparts. This Side Letter 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. Delivery of an executed counterpart of this Side Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of a manually executed counterpart.
6.3 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a writing signed by the Representative and the Company. No oral agreement, understanding, or course of dealing shall be effective to amend, modify, or waive any provision of this Side Letter.
6.4 Successors and Assigns. This Side Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Company nor any plan holder may assign any of its rights or obligations under this Side Letter without the prior written consent of the Representative.
6.5 Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement or the Lock-Up Agreements, as applicable. In the event that a term is defined in both the Underwriting Agreement and a Lock-Up Agreement, the definition in the Underwriting Agreement shall control unless the context clearly requires otherwise.
6.6 Conflict. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of any Lock-Up Agreement, the terms of the Lock-Up Agreement shall control in all respects, except to the extent expressly provided in Section 3.1 hereof with respect to the authorization for sales under the Pre-Existing Plans during the Lock-Up Period.
6.7 Entire Agreement. This Side Letter, together with the Lock-Up Agreements and the Underwriting Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, with respect thereto.
6.8 Headings. The headings contained in this Side Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.
7. Signature block
If the foregoing accurately reflects our understanding and agreement, please indicate your acceptance by signing and returning a copy of this Side Letter in the space provided below.
[Remainder of page intentionally left blank; signature pages follow.]
SIGNATURE PAGE TO SIDE LETTER RE: 10b5-1 PLAN EXCEPTION
Very truly yours,
WHITFIELD BARROW & CO., LLC As Representative of the Several Underwriters
By: ________
Name: Jonathan Pritchett
Title: Managing Director, Equity Capital Markets
Date: February 8, 2024
ACKNOWLEDGED AND AGREED:
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Rachel Moynihan
Title: General Counsel & Corporate Secretary
Date: ________
DR. NATHANIEL ROURKE Individually, as a Lock-Up Agreement signatory and beneficiary of this Side Letter
________________________________________
Dr. Nathaniel Rourke
Date: ________
MARGARET TSUJIMOTO Individually, as a Lock-Up Agreement signatory and beneficiary of this Side Letter
________________________________________
Margaret Tsujimoto
Date: ________
EXHIBIT A
Summary of Pre-Existing 10b5-1 Plans
The following table sets forth a summary of the Pre-Existing Plans identified in Section 2 of this Side Letter:
Note: The plans described above are the only pre-existing Rule 10b5-1 trading plans in effect as of February 8, 2024, for any Lock-Up Agreement signatory, as disclosed in the Registration Statement on Form S-1 (File No. 333-276841) for the initial public offering of common stock of Arbor Health Technologies Inc. on the New York Stock Exchange (ticker: ARHT). No other directors, officers, or Lock-Up Agreement signatories maintain pre-existing Rule 10b5-1 trading plans that were in effect as of the date of the Underwriting Agreement and disclosed in the Registration Statement. This Exhibit A is incorporated by reference into, and forms a part of, the Side Letter to which it is attached, dated February 8, 2024.
Plan Holder | Date of Plan Adoption | Plan Broker | Maximum Shares Subject to Plan | Plan Duration | Disclosed in S-1 Section
Dr. Nathaniel Rourke, Co-Founder, Chairman & CEO | September 1, 2023 | Hartfield Securities LLC | 500,000 shares | 12 months from IPO effectiveness | "Shares Eligible for Future Sale — Lock-Up Agreements"
Margaret Tsujimoto, Co-Founder & CTO | September 1, 2023 | Oakmont Wealth Advisors, Inc. | 350,000 shares | 12 months from IPO effectiveness | "Shares Eligible for Future Sale — Lock-Up Agreements"

CONFIDENTIAL

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC.

EXHIBIT A

Record

Parties

Dates

Amounts