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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Dated as of February 13, 2024

among

ARBOR HEALTH TECHNOLOGIES INC.

a Delaware corporation,

BRINDOVAL TRELVON PARTNERS FUND IV, L.P.

a Delaware limited partnership,

and

RIDGELINE GROWTH EQUITY FUND III, LLC

a Delaware limited liability company

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of February 13, 2024 (effective upon the consummation of the IPO, as defined below), by and among:

(i) Arbor Health Technologies Inc., a Delaware corporation (the "Company"), with principal executive offices at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142;

(ii) Brindoval Trelvon Partners Fund IV, L.P., a Delaware limited partnership ("CSP Fund IV"), with principal offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022; and

(iii) Ridgeline Growth Equity Fund III, LLC, a Delaware limited liability company ("RGE Fund III"), with principal offices at 1 Maritime Plaza, Suite 2200, San Francisco, California 94111.

CSP Fund IV and RGE Fund III are referred to herein collectively as the "Holders" and each individually as a "Holder." The Company and each Holder are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement amends and restates in its entirety the Registration Rights Agreement, dated as of October 22, 2020 (the "Original Agreement"), by and among the Company, CSP Fund IV, and RGE Fund III, entered into in connection with the Company's Series D preferred stock financing.

RECITALS

WHEREAS, the Company has consummated its initial public offering (the "IPO") of 20,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $20.00 per share, on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT," pursuant to a Registration Statement on Form S-1 (File No. 333-276841) (the "IPO Registration Statement") declared effective by the United States Securities and Exchange Commission (the "SEC") on February 8, 2024;

WHEREAS, in connection with the IPO, the underwriters, acting through Whitfield Barrow & Co., LLC, as representative (the "Representative"), have been granted an option to purchase up to 3,000,000 additional shares of Common Stock to cover overallotments;

WHEREAS, following the IPO and assuming the full exercise of the overallotment option, the Company has 103,000,000 shares of Common Stock issued and outstanding;

WHEREAS, as of the date hereof, CSP Fund IV holds 28,000,000 shares of Common Stock, representing approximately 27.18% of the total outstanding shares of Common Stock following the IPO (assuming full exercise of the overallotment option), and RGE Fund III holds 16,000,000 shares of Common Stock, representing approximately 15.53% of the total outstanding shares of Common Stock following the IPO (assuming full exercise of the overallotment option);

WHEREAS, neither CSP Fund IV nor RGE Fund III sold any shares of Common Stock in the IPO, and all such shares remain outstanding and subject to the terms and conditions set forth herein;

WHEREAS, pursuant to the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020, by and among the Company, CSP Fund IV, RGE Fund III, and certain other investors party thereto (the "Prior IRA"), the Prior IRA terminates automatically upon the consummation of a Qualified IPO, defined therein as an initial public offering with gross proceeds exceeding $200,000,000 on a national securities exchange, and the IPO constitutes a Qualified IPO with base gross proceeds of $400,000,000 on the NYSE;

WHEREAS, the Amended and Restated Voting Agreement, dated as of October 22, 2020, by and among the Company, CSP Fund IV, RGE Fund III, and certain other stockholders party thereto (the "Prior Voting Agreement"), also terminates automatically upon the consummation of the IPO;

WHEREAS, in connection with the IPO, each Holder has executed a lock-up agreement in favor of the Representative providing for a 180-day lock-up period commencing on February 8, 2024 (the date of the final prospectus relating to the IPO) and expiring on August 6, 2024; and

WHEREAS, the Company and the Holders desire to set forth their respective registration rights and obligations with respect to the Registrable Securities following the consummation of the IPO and to amend and restate the Original Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions.

As used in this Agreement, the following terms have the following meanings:

"Adverse Disclosure" means public disclosure of material non-public information that the Board determines in good faith (after consultation with outside counsel to the Company) would be required to be made in a Registration Statement or Prospectus filed or used in connection with a registration hereunder, the disclosure of which at such time would be materially adverse to the Company or its business, operations, financial condition, or prospects, or would materially interfere with any bona fide financing, acquisition, disposition, corporate reorganization, or other material transaction involving the Company or any of its subsidiaries then under consideration by the Board.

"Agreement" has the meaning set forth in the Preamble.

"Blackout Period" has the meaning set forth in Section 2.3.

"Board" means the Board of Directors of the Company.

"Commission" or "SEC" means the United States Securities and Exchange Commission, or any successor governmental agency.

"Common Stock" means the common stock of the Company, par value $0.001 per share, and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, stock dividend, recapitalization, merger, consolidation, or similar event.

"Company" has the meaning set forth in the Preamble.

"CSP Fund IV" has the meaning set forth in the Preamble.

"Demand Registration" has the meaning set forth in Section 2.1(a).

"Effectiveness Period" has the meaning set forth in Section 4.3.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Form S-1" means a Registration Statement on Form S-1 under the Securities Act, or any successor or substantially similar form.

"Form S-3" means a Registration Statement on Form S-3 under the Securities Act, or any successor or substantially similar form.

"Holders" means, collectively, CSP Fund IV and RGE Fund III, and their respective Permitted Transferees who become parties to this Agreement in accordance with Section 9.5, and "Holder" means any one of them individually.

"IPO" means the Company's initial public offering of Common Stock consummated on February 13, 2024, pursuant to the IPO Registration Statement.

"IPO Closing Date" means February 13, 2024, the date on which the closing of the IPO occurred.

"IPO Registration Statement" means the Registration Statement on Form S-1 (File No. 333-276841), as amended, filed by the Company with the Commission in connection with the IPO and declared effective by the Commission on February 8, 2024.

"Joining Holder" has the meaning set forth in Section 2.5(b).

"Lock-Up Period" means the 180-day period commencing on February 8, 2024 (the date of the final prospectus relating to the IPO) and expiring at 11:59 p.m. (New York City time) on August 6, 2024.

"Market Standoff" has the meaning set forth in Section 7.3.

"NYSE" means the New York Stock Exchange.

"Original Agreement" has the meaning set forth in the Preamble.

"Permitted Transferee" has the meaning set forth in Section 7.2(a).

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other entity.

"Piggyback Notice" has the meaning set forth in Section 3.1.

"Piggyback Registration" has the meaning set forth in Section 3.1.

"Prior IRA" has the meaning set forth in the Recitals.

"Prior Voting Agreement" has the meaning set forth in the Recitals.

"Prospectus" means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B, or Rule 430C under the Securities Act), as amended or supplemented by any prospectus supplement, any free writing prospectus (as defined in Rule 405 under the Securities Act), and all other amendments and supplements to any such prospectus, including post-effective amendments.

"Registrable Securities" means all shares of Common Stock held by the Holders and their Permitted Transferees (including shares acquired prior to, in connection with, or after the IPO), other than shares of Common Stock that (i) have been sold in a public offering registered under the Securities Act or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 under the Securities Act without volume or manner-of-sale limitations and without the requirement of the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision), or (iii) have ceased to be outstanding. For the avoidance of doubt, shares of Common Stock shall cease to be Registrable Securities upon the occurrence of any of the events described in clauses (i), (ii), or (iii) of the preceding sentence.

"Registration Expenses" has the meaning set forth in Section 5.1(a).

"Registration Statement" means any registration statement filed with the Commission under the Securities Act, including any Prospectus, amendments, and supplements to such registration statement, and including pre-effective and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference therein.

"Representative" means Whitfield Barrow & Co., LLC, in its capacity as representative of the several underwriters in the IPO, or any successor representative thereof.

"RGE Fund III" has the meaning set forth in the Preamble.

"Rule 144" means Rule 144 promulgated under the Securities Act (or any successor rule thereto), as such rule may be amended from time to time.

"S-3 Shelf Registration" has the meaning set forth in Section 2.4(a).

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Selling Expenses" has the meaning set forth in Section 5.1(b).

"Standstill Period" means the 180-day period commencing on February 8, 2024 and expiring at 11:59 p.m. (New York City time) on August 6, 2024, which period is coterminous with the Lock-Up Period.

"Suspension Period" has the meaning set forth in Section 2.2(c).

"Underwritten Offering" means a registered offering in which securities of the Company are sold to one or more underwriters on a firm commitment basis for reoffering to the public, including any "bought deal" or "block trade."

"Underwritten Takedown" means an Underwritten Offering effected pursuant to an S-3 Shelf Registration in accordance with Section 2.4.

Section 1.2 — Interpretation.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or therein), (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement, unless otherwise indicated.

(b) References to "days" shall mean calendar days unless "business days" is expressly specified. A "business day" means any day other than a Saturday, Sunday, or day on which banks in New York City are authorized or required by law to close.

(c) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as more particularly set forth in Section 9.1.

ARTICLE II — DEMAND REGISTRATION RIGHTS

Section 2.1 — Demand Registration Requests.

(a) Right to Demand. Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 2.2 and the Standstill Period set forth in Section 7.1, each Holder shall be entitled to a maximum of two (2) registrations initiated by such Holder (each, a "Demand Registration") and a total of four (4) Demand Registrations shall be available across both Holders (two (2) for CSP Fund IV and two (2) for RGE Fund III). A Demand Registration request shall be made by the requesting Holder by delivering a written notice to the Company substantially in the form attached hereto as Exhibit B (a "Demand Notice"), which Demand Notice shall specify (i) the number of Registrable Securities proposed to be registered, (ii) the intended method of distribution (including whether an Underwritten Offering is requested), and (iii) the form of Registration Statement requested (Form S-1 or Form S-3, if available).

(b) Minimum Offering Amount. The Company shall not be obligated to effect a Demand Registration unless the Registrable Securities to be included in such registration have an anticipated aggregate offering price to the public (before deduction of underwriting discounts and commissions) of at least $50,000,000 or, if less, all remaining Registrable Securities held by the requesting Holder. For purposes of this Section 2.1(b), the anticipated aggregate offering price shall be determined in good faith by the requesting Holder and communicated to the Company in the Demand Notice, based on the then-current market price of the Common Stock on the NYSE.

(c) Company Obligations Upon Demand; Effectiveness Period. Upon receipt of a proper Demand Notice, the Company shall use reasonable best efforts to (i) file a Registration Statement on Form S-1 (or Form S-3, if the Company is then eligible to use Form S-3) with the Commission within sixty (60) days following receipt of the Demand Notice and (ii) cause such Registration Statement to be declared effective by the Commission as promptly as practicable thereafter. The Company shall use reasonable best efforts to keep such Registration Statement continuously effective for the period specified in Section 4.3 (the "Effectiveness Period").

(d) Standstill Period Restriction. Notwithstanding anything to the contrary in this Section 2.1, no Demand Registration may be requested by any Holder during the Standstill Period (through August 6, 2024), consistent with the Holder's obligations under Section 7.1 and the lock-up agreements executed in connection with the IPO.

(e) Selection of Underwriters. If a Demand Registration involves an Underwritten Offering, the Holder initiating such demand shall have the right to select the managing underwriter(s) for such offering, subject to the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed). The Holder initiating the demand and the Company shall enter into an underwriting agreement in customary form with the managing underwriter(s) so selected.

Section 2.2 — Demand Registration Limitations.

(a) Timing Limitation. The Company shall not be obligated to effect a Demand Registration (i) within ninety (90) days following the effective date of any previous Demand Registration filed pursuant to this Section 2, or (ii) during a Suspension Period (as defined in Section 2.2(c) below).

(b) Counting of Demands. A Demand Registration shall not be counted as one of the two (2) Demand Registrations permitted to a Holder under Section 2.1(a) if:

(i) the Registration Statement relating to such Demand Registration is not declared effective by the Commission within one hundred twenty (120) days following the date of filing of such Registration Statement, unless the failure to achieve effectiveness within such period is attributable to the requesting Holder's failure to furnish information required under Section 4.2;

(ii) the Underwritten Offering contemplated by such Demand Registration is not consummated as a result of material adverse market conditions beyond the requesting Holder's reasonable control, as determined in good faith by the managing underwriter(s); or

(iii) the requesting Holder withdraws its Demand Notice prior to the effectiveness of the Registration Statement; provided, however, that a withdrawal following the Company's delivery of a notice invoking a Suspension Period pursuant to Section 2.2(c) below shall not be counted as a Demand Registration.

(c) Suspension Period. If the Board determines in good faith (after consultation with outside counsel to the Company) that the filing of a Registration Statement pursuant to a Demand Notice would require Adverse Disclosure, the Company may postpone the filing of such Registration Statement for a period not to exceed sixty (60) days from the date of such determination (a "Suspension Period"). The Company shall promptly notify the requesting Holder in writing of its election to postpone the filing and shall promptly notify such Holder when the conditions giving rise to such postponement no longer exist. The Company shall not invoke this right of postponement more than two (2) times in any twelve (12)-month period, and the aggregate number of days of all Suspension Periods in any twelve (12)-month period shall not exceed ninety (90) days.

Section 2.3 — Suspension of Registration.

(a) If, after a Registration Statement filed in connection with a Demand Registration has been declared effective by the Commission, the Board determines in good faith (after consultation with outside counsel to the Company) that the continued use of the Prospectus included in such Registration Statement would require Adverse Disclosure or that such Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company may, by written notice to the selling Holders, suspend the use of such Prospectus for a period not to exceed sixty (60) consecutive days (a "Blackout Period").

(b) The Company shall give prompt written notice to each selling Holder of (i) the commencement of any Blackout Period, specifying in reasonable detail the basis therefor (to the extent that such disclosure would not, in the Company's good faith judgment, itself constitute Adverse Disclosure), and (ii) the termination of any Blackout Period. Upon receipt of any such notice of commencement of a Blackout Period, each selling Holder shall immediately discontinue the disposition of Registrable Securities pursuant to such Registration Statement until the selling Holder receives written notice from the Company that such dispositions may be resumed, and the Company shall, as promptly as reasonably practicable following the end of the Blackout Period, amend or supplement the Prospectus to the extent necessary to permit the resumption of dispositions.

(c) The Company shall not impose more than two (2) Blackout Periods in any twelve (12)-month period, and the aggregate duration of all Blackout Periods in any twelve (12)-month period shall not exceed ninety (90) days. For the avoidance of doubt, Blackout Periods under this Section 2.3 shall be counted separately from, and in addition to, any Suspension Periods imposed under Section 2.2(c), except that the aggregate number of days in any twelve (12)-month period during which the Company may invoke a Suspension Period or a Blackout Period shall not exceed one hundred twenty (120) days.

(d) If a Blackout Period occurs during the Effectiveness Period applicable to any Registration Statement, the Effectiveness Period shall be automatically extended by a number of days equal to the number of days of the Blackout Period.

Section 2.4 — S-3 Shelf Registration Rights.

(a) Filing of Shelf Registration Statement. Beginning on the date that is twelve (12) months after the IPO Closing Date (i.e., on or after February 13, 2025), if the Company is eligible to use Form S-3 for secondary offerings on behalf of the Holders, any Holder may request in writing that the Company file a shelf registration statement on Form S-3 (including a registration statement filed pursuant to General Instruction I.D of Form S-3 or any successor thereto providing for an automatic shelf registration process) covering the resale of all Registrable Securities held by such Holder (and, if requested, all Registrable Securities held by the other Holder) from time to time in accordance with the methods of distribution set forth in such shelf registration statement (an "S-3 Shelf Registration").

(b) Company Obligations. Upon receipt of a request for an S-3 Shelf Registration, the Company shall use reasonable best efforts to (i) file such shelf registration statement on Form S-3 with the Commission within thirty (30) days following receipt of such request and (ii) cause such shelf registration statement to be declared effective by the Commission as promptly as practicable thereafter.

(c) Continuous Effectiveness. The Company shall use reasonable best efforts to keep any S-3 Shelf Registration continuously effective and the Prospectus included therein usable for resales until the earlier of (i) the date on which all Registrable Securities covered by such shelf registration statement have been sold pursuant thereto or otherwise, and (ii) the date on which all Registrable Securities covered thereby may be sold pursuant to Rule 144 without volume or manner-of-sale limitations and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision).

(d) Underwritten Takedowns. The Holders may, from time to time, conduct Underwritten Takedowns off an effective S-3 Shelf Registration; provided, however, that (i) the Registrable Securities to be sold in any single Underwritten Takedown shall have an anticipated aggregate offering price to the public (before deduction of underwriting discounts and commissions) of at least $25,000,000, and (ii) the Holders shall not conduct more than three (3) Underwritten Takedowns in any twelve (12)-month period. The Holder initiating an Underwritten Takedown shall have the right to select the managing underwriter(s) therefor, subject to the prior written consent of the Company (not to be unreasonably withheld, conditioned, or delayed). Each Underwritten Takedown shall be subject to the blackout and suspension provisions of Sections 2.2(c) and 2.3.

(e) Not Counted as Demand Registrations. S-3 Shelf Registrations and Underwritten Takedowns shall not count as Demand Registrations under Section 2.1 and shall not reduce the number of Demand Registrations available to any Holder.

(f) Supplements and Amendments. In connection with any S-3 Shelf Registration, the Company shall, as promptly as reasonably practicable, file any required prospectus supplements or post-effective amendments to incorporate any information required to be included therein, including any information relating to a specific sale of Registrable Securities, the identity of any new selling Holders, or any material changes to the plan of distribution described in such shelf registration statement.

Section 2.5 — Holder's Right to Participate in Demand Registrations.

(a) Notice to Other Holder. If one Holder initiates a Demand Registration pursuant to Section 2.1, the Company shall, promptly and in any event within five (5) business days following receipt of the Demand Notice, notify the other Holder in writing of such Demand Registration request, including the identity of the requesting Holder, the number of Registrable Securities proposed to be registered, and the intended method of distribution.

(b) Right to Join. The other Holder (the "Joining Holder") shall have ten (10) business days following receipt of such notice to request in writing the inclusion of all or any portion of its Registrable Securities in such Demand Registration. Any such request shall specify the number of Registrable Securities proposed to be included by the Joining Holder.

(c) Priority in the Event of Cutback. If the managing underwriter(s) of an Underwritten Offering initiated as a Demand Registration advise the Company and the Holders in writing that the total number of Registrable Securities requested to be included in such registration exceeds the number of shares that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the offering or the market for the Common Stock (including existing trading markets), then the number of Registrable Securities to be included in such registration shall be allocated as follows:

(i) first, the Registrable Securities of the Holder that initiated the Demand Registration, in the full amount requested by such Holder (subject to pro rata reduction if the shares of the initiating Holder alone exceed the maximum number advised by the managing underwriter(s));

(ii) second, the Registrable Securities of the Joining Holder, up to the remaining number of shares that the managing underwriter(s) advise can be included without having the adverse effect described above; and

(iii) third, any shares of Common Stock that the Company wishes to include for its own account, up to the remaining number of shares that the managing underwriter(s) advise can be included without having the adverse effect described above.

For the avoidance of doubt, any reduction in the number of Registrable Securities included in a Demand Registration pursuant to this Section 2.5(c) shall not cause such registration to fail to count as a Demand Registration for purposes of Section 2.1(a), unless the requesting Holder's Registrable Securities are reduced to less than seventy-five percent (75%) of the amount originally requested, in which case the requesting Holder shall have the right to withdraw its Demand Notice without such demand counting as one of its permitted Demand Registrations.

ARTICLE III — PIGGYBACK REGISTRATION RIGHTS

Section 3.1 — Piggyback Registration.

If the Company proposes to file a Registration Statement under the Securities Act with respect to a public offering of shares of Common Stock (whether for the Company's own account or for the account of any other stockholder of the Company), other than (a) the IPO Registration Statement (which has already been declared effective), (b) a registration statement on Form S-4 or Form S-8 (or any successor forms thereto), or (c) a registration statement filed solely in connection with an employee stock option, stock purchase, or other employee benefit plan, a dividend reinvestment plan, or an exchange offer, the Company shall give written notice (a "Piggyback Notice") to each Holder of such proposed registration at least fifteen (15) business days prior to the anticipated filing date of such Registration Statement. The Piggyback Notice shall be delivered substantially in the form attached hereto as Exhibit C and shall describe in reasonable detail the proposed registration, including the type of offering (whether for the Company's own account or pursuant to the demand of another stockholder), the anticipated filing date, the anticipated number of shares of Common Stock to be registered, the proposed method of distribution, and the identity of any proposed managing underwriter(s).

Each Holder shall have ten (10) business days from the date of receipt of such Piggyback Notice to deliver to the Company a written request to include in such registration all or a specified portion of such Holder's Registrable Securities (a "Piggyback Registration"). The Company shall use reasonable best efforts to include in such Registration Statement all Registrable Securities requested to be included therein by the Holders, subject to the priority provisions set forth in Section 3.2 below.

Section 3.2 — Priority on Piggyback Registrations.

(a) Company-Initiated Registrations. If a registration giving rise to piggyback rights under Section 3.1 is initiated by the Company for its own account (a "primary offering"), and the managing underwriter(s) of the related Underwritten Offering advise the Company in writing that, in such underwriter's reasonable opinion, the total number of securities proposed to be included in such registration (including the securities requested by the Holders) exceeds the number of securities that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the offering or the market for the Common Stock, then the securities to be included in such registration shall be allocated in the following order of priority:

(i) first, the shares of Common Stock that the Company proposes to sell for its own account;

(ii) second, the Registrable Securities requested to be included by the Holders, allocated pro rata among the Holders based on the number of Registrable Securities that each Holder has requested to be included in such registration (such that each Holder's allocation shall be equal to the product of (A) the total number of Registrable Securities that the managing underwriter(s) advise can be included, minus the number of shares allocated to the Company under clause (i) above, multiplied by (B) a fraction, the numerator of which is the number of Registrable Securities requested by such Holder and the denominator of which is the aggregate number of Registrable Securities requested by all Holders); and

(iii) third, any other securities requested to be included in such registration by any other stockholder of the Company having contractual piggyback or similar registration rights, allocated among such other stockholders in such manner as the Company may determine.

(b) Third-Party Demand Registrations. If a registration giving rise to piggyback rights under Section 3.1 is initiated by another stockholder of the Company exercising demand registration rights (if any) granted under a separate agreement (a "third-party demand"), and the managing underwriter(s) advise the Company in writing that, in such underwriter's reasonable opinion, the total number of securities proposed to be included in such registration exceeds the number of securities that can be sold without the adverse effects described in Section 3.2(a) above, then the securities to be included in such registration shall be allocated in the following order of priority:

(i) first, the securities of the demanding stockholder that initiated the registration;

(iii) third, any shares of Common Stock that the Company proposes to sell for its own account, up to the remaining number of shares that the managing underwriter(s) advise can be included.

Section 3.3 — Withdrawal from Piggyback Registration.

(a) Holder Withdrawal. Any Holder that has requested to participate in a Piggyback Registration may withdraw all or any portion of its Registrable Securities from such Piggyback Registration at any time prior to the effective date of the related Registration Statement by delivering written notice of withdrawal to the Company. Such withdrawal shall be without prejudice to the Holder's rights under Article II (Demand Registration Rights) or any subsequent Piggyback Registration.

(b) Company Withdrawal. The Company may withdraw or abandon a Registration Statement in which Holders have requested to include Registrable Securities pursuant to Piggyback Registration rights at any time prior to the effectiveness of such Registration Statement, without liability to any Holder and without prejudice to the Holders' rights under Article II (Demand Registration Rights) or any subsequent Piggyback Registration. If the Company withdraws or abandons such Registration Statement, the Company shall promptly notify each Holder that had requested inclusion of Registrable Securities therein.

Section 3.4 — No Obligation to Proceed.

The Piggyback Registration rights set forth in this Article III do not obligate the Company to initiate, continue, or proceed with any proposed registration of securities. Nothing in this Article III shall be construed to limit the Company's right to determine, in its sole discretion, whether to proceed with any registration of its securities, subject to the Company's obligations under Article II with respect to Demand Registrations and S-3 Shelf Registrations.

ARTICLE IV — REGISTRATION PROCEDURES

Section 4.1 — Company Obligations.

In connection with any registration of Registrable Securities pursuant to this Agreement (whether a Demand Registration, Piggyback Registration, or S-3 Shelf Registration), the Company shall:

(a) Preparation and Filing. Prepare and file with the Commission a Registration Statement (including all required exhibits, financial statements, and schedules) with respect to the Registrable Securities and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable. The Company shall furnish to each selling Holder and its counsel, prior to the filing of any Registration Statement, copies of such Registration Statement (including all exhibits and any documents incorporated by reference therein) as proposed to be filed, and shall give each selling Holder a reasonable opportunity to review and comment on such Registration Statement.

(b) Amendments and Supplements. Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus included therein as may be necessary to keep such Registration Statement continuously effective and the Prospectus current during the applicable Effectiveness Period, to comply in all material respects with the provisions of the Securities Act, and to enable the disposition of the Registrable Securities covered thereby in accordance with the intended method or methods of distribution described therein.

(c) Copies to Holders and Underwriters. Furnish to each selling Holder and the managing underwriter(s), if any, without charge, as many copies of the Registration Statement, each amendment thereto, each Prospectus (including each preliminary prospectus), each amendment or supplement thereto, each free writing prospectus, and such other documents as such selling Holder or managing underwriter(s) may reasonably request, in order to facilitate the disposition of the Registrable Securities covered thereby. The Company consents to the use of each Prospectus (including each preliminary prospectus) by each selling Holder in connection with the offering and sale of Registrable Securities covered by such Prospectus.

(d) Blue Sky Qualification. Use reasonable best efforts to register or qualify the Registrable Securities covered by each Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as any selling Holder or the managing underwriter(s) may reasonably request, and use reasonable best efforts to keep each such registration or qualification effective during the applicable Effectiveness Period; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject, or (iii) subject itself to taxation in any jurisdiction where it is not then so subject.

(e) Notices. Promptly notify each selling Holder and the managing underwriter(s), if any, in writing of:

(i) the effectiveness of the Registration Statement or any post-effective amendment thereto;

(ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation of any proceedings by the Commission for that purpose, and use reasonable best efforts to obtain the withdrawal of any such order at the earliest practicable date;

(iii) the receipt by the Company of any written comments from the Commission or any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus, or for additional information;

(iv) the occurrence of any event or the existence of any condition that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; and

(v) the Company's reasonable determination that a post-effective amendment to a Registration Statement would be advisable.

(f) Customary Agreements and Deliverables. In connection with any Underwritten Offering, enter into customary agreements (including an underwriting agreement in customary form and substance) with the managing underwriter(s) and provide customary closing deliverables, including officer certificates executed by the Chief Executive Officer and the Chief Financial Officer of the Company, a legal opinion of counsel to the Company, and a comfort letter from the Company's independent registered public accounting firm addressed to the underwriters.

(g) Certificates and Book-Entry. Cooperate with each selling Holder and the managing underwriter(s), if any, in facilitating the timely preparation and delivery of certificates (or book-entry positions through the facilities of The Depository Trust Company) representing the Registrable Securities to be sold, which certificates or book-entry positions shall be free of any restrictive legends (subject to applicable law), and enable such Registrable Securities to be in such denominations and registered in such names as the selling Holder or the managing underwriter(s) may reasonably request. The Company's transfer agent is Continental Share Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, and the Company shall provide such instructions and authorizations to the transfer agent as may be reasonably necessary to effectuate the foregoing.

(h) Listing. Use reasonable best efforts to cause all Registrable Securities covered by each Registration Statement to be listed on the NYSE (ticker symbol: ARHT) prior to the date of the first sale of such Registrable Securities pursuant to such Registration Statement, and to maintain such listing for so long as such Registrable Securities remain outstanding and listed.

(i) Roadshow Participation. In connection with any Underwritten Offering, make available senior management of the Company (including, without limitation, the Chief Executive Officer and the Chief Financial Officer) for participation in customary "road show" presentations that may be reasonably requested by the managing underwriter(s); provided, however, that such participation shall be subject to reasonable scheduling limitations and the Company's senior management shall not be required to participate in road show activities for more than five (5) consecutive business days per Underwritten Offering.

(j) Comfort Letter. Use reasonable best efforts to obtain from the Company's independent registered public accounting firm, Kellerman & Associates LLP (345 Park Avenue, New York, New York 10154), a comfort letter in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter(s) or any selling Holder may reasonably request, and dated the date of the closing of the Underwritten Offering, with a "bring-down" comfort letter as of the closing date.

(k) Legal Opinion. Use reasonable best efforts to provide a legal opinion from the Company's counsel, in customary form and substance, addressed to the managing underwriter(s) and the selling Holders, covering such matters as are customarily covered in opinions delivered to underwriters in connection with registered secondary offerings of equity securities.

(l) Exchange Act Filings. Timely file all reports required to be filed by the Company under Sections 13 or 15(d) of the Exchange Act so as to enable any Holder to sell Registrable Securities without registration under the Securities Act pursuant to Rule 144 and to maintain the Company's eligibility to file registration statements on Form S-3 (or any successor form).

Section 4.2 — Seller Obligations.

In connection with any registration of Registrable Securities pursuant to this Agreement, each selling Holder shall:

(a) Information. Furnish to the Company in writing such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of such Registrable Securities as the Company may reasonably request and as shall be required in connection with the preparation, filing, and effectiveness of the applicable Registration Statement. Each Holder acknowledges that such information will be used in the Registration Statement and the Prospectus and hereby consents to the inclusion thereof.

(b) Cooperation. Cooperate with the Company in the preparation of the Registration Statement and the Prospectus and in responding to any comments from the Commission with respect thereto, including by promptly reviewing and providing comments on drafts of the Registration Statement and the Prospectus and any amendments or supplements thereto.

(c) No Premature Sales. Not sell, transfer, or otherwise dispose of any Registrable Securities covered by a Registration Statement until such Registration Statement has been declared effective by the Commission and the Prospectus included therein is available for use (or, in the case of an S-3 Shelf Registration, until a valid prospectus supplement has been filed, if required).

(d) Compliance with Blackout Notices. Upon receipt of a notice from the Company of the commencement of a Blackout Period pursuant to Section 2.3, immediately cease all dispositions of Registrable Securities pursuant to the applicable Registration Statement until the Holder receives written notice from the Company that such dispositions may be resumed, and comply with all obligations imposed on selling Holders under this Agreement during any Blackout Period.

(e) Method of Distribution. Not use any method of distribution that is not described in the applicable Registration Statement or Prospectus or that would require an amendment or supplement to such Registration Statement or Prospectus, unless such amendment or supplement is first filed with the Commission and, if applicable, declared effective.

Section 4.3 — Effectiveness Period.

(a) Demand Registration on Form S-1. With respect to any Demand Registration on Form S-1, the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement for a period of one hundred eighty (180) days following the date on which such Registration Statement is declared effective by the Commission (or such shorter period if all Registrable Securities covered thereby have been sold), as the same may be extended pursuant to Section 2.3(d) (collectively, the "Effectiveness Period" with respect to a Demand Registration on Form S-1).

(b) S-3 Shelf Registration. With respect to any S-3 Shelf Registration, the Company shall use reasonable best efforts to maintain the continuous effectiveness of such shelf registration statement until the earlier of (i) the date on which all Registrable Securities covered thereby have been sold pursuant to such shelf registration statement or otherwise, and (ii) the date on which all Registrable Securities covered thereby may be sold pursuant to Rule 144 without volume or manner-of-sale limitations and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision) (the "Effectiveness Period" with respect to an S-3 Shelf Registration).

(c) Extensions. If a Blackout Period occurs during any Effectiveness Period, such Effectiveness Period shall be automatically extended by a number of days equal to the number of days of such Blackout Period, as provided in Section 2.3(d).

ARTICLE V — REGISTRATION EXPENSES

Section 5.1 — Allocation of Expenses.

(a) Registration Expenses. "Registration Expenses" means all fees, costs, and expenses incurred by the Company in connection with any registration of Registrable Securities pursuant to this Agreement, including, without limitation: (i) all Commission registration and filing fees; (ii) all FINRA filing fees and expenses; (iii) all NYSE supplemental listing application fees and annual listing fees attributable to the Registrable Securities being registered; (iv) all printing, engraving, duplicating, and EDGAR filing costs, including fees and expenses of the Company's financial printer (Toppan Quillon Health IT, or any successor thereto); (v) all fees and disbursements of counsel to the Company (Calderwood & Harkness LLP, 125 Broad Street, New York, New York 10004, or successor counsel); (vi) all fees and disbursements of the Company's independent registered public accounting firm (Kellerman & Associates LLP, 345 Park Avenue, New York, New York 10154); (vii) all fees and expenses relating to state securities or "blue sky" law registrations, qualifications, or exemptions; (viii) all transfer agent fees and expenses (Continental Share Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004); and (ix) the reasonable fees and disbursements of one (1) counsel selected by the selling Holders (or, if more than one Holder is selling, selected by the Holders of a majority of the Registrable Securities being registered), in an amount not to exceed $75,000 per registration. Registration Expenses shall be borne solely by the Company, regardless of whether any registration pursuant to which such expenses are incurred becomes effective or results in any sales of Registrable Securities.

(b) Selling Expenses. "Selling Expenses" means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and all fees and disbursements of any counsel, accountants, or other advisors retained by any selling Holder (other than the one (1) counsel the fees and disbursements of which are included in Registration Expenses pursuant to Section 5.1(a)(ix) above). Selling Expenses shall be borne by the selling Holders, allocated pro rata among such selling Holders based on the number of Registrable Securities sold by each such Holder in the applicable registration.

Section 5.2 — Expenses Not Covered.

This Article V shall not apply to, and the allocation of expenses set forth herein shall not cover, any fees, costs, or expenses incurred in connection with any litigation, dispute, or other proceeding arising out of or in connection with any registration of Registrable Securities. The allocation of liability for such fees, costs, and expenses is governed by Article VI (Indemnification and Contribution).

ARTICLE VI — INDEMNIFICATION AND CONTRIBUTION

Section 6.1 — Indemnification by the Company.

The Company shall indemnify, defend, and hold harmless each selling Holder and its respective affiliates, officers, directors, partners, members, managers, employees, and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder (each, a "Holder Indemnified Party"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable and documented attorneys' fees and costs of investigation and litigation), joint or several (collectively, "Losses"), to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state securities law, or otherwise, insofar as such Losses arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), any Prospectus (or any amendment or supplement thereto), any free writing prospectus, any preliminary prospectus, or any issuer information filed or required to be filed pursuant to Rule 433(d) under the Securities Act; or

(ii) any omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein (in the case of any Prospectus, preliminary prospectus, or free writing prospectus, in the light of the circumstances under which they were made) not misleading;

provided, however, that the Company shall not be liable to any Holder Indemnified Party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Party or the applicable selling Holder specifically for use in the preparation of such Registration Statement, Prospectus, free writing prospectus, or preliminary prospectus. The Company shall also indemnify the underwriters in any Underwritten Offering, their officers, directors, and agents, and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Section 6.2 — Indemnification by the Selling Holders.

In connection with any registration in which a Holder is selling Registrable Securities, such selling Holder shall, severally and not jointly, indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company (each, a "Company Indemnified Party"), from and against any and all Losses to which any such Company Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state securities law, or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, free writing prospectus, or preliminary prospectus, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, preliminary prospectus, or free writing prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such selling Holder specifically for use in the preparation of such Registration Statement, Prospectus, free writing prospectus, or preliminary prospectus.

Notwithstanding the foregoing, the liability of each selling Holder under this Section 6.2 shall not exceed an amount equal to the net proceeds actually received by such Holder from the sale of Registrable Securities pursuant to the applicable Registration Statement giving rise to such liability.

Section 6.3 — Conduct of Indemnification Proceedings.

(a) Notice of Claim. An indemnified party shall promptly notify the indemnifying party in writing of any claim, action, suit, or proceeding with respect to which such indemnified party seeks indemnification pursuant to this Article VI (a "Claim Notice"). The failure of an indemnified party to give prompt notice of a claim shall not relieve the indemnifying party of its obligations under this Article VI, except to the extent that the indemnifying party is actually and materially prejudiced thereby.

(b) Assumption of Defense. The indemnifying party shall have the right, upon written notice to the indemnified party delivered within thirty (30) days after receipt of a Claim Notice, to assume the defense of any such claim, action, suit, or proceeding, including the employment of counsel reasonably satisfactory to the indemnified party (whose consent to such counsel shall not be unreasonably withheld, conditioned, or delayed). If the indemnifying party assumes the defense, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with such defense, except that the indemnified party shall have the right to employ separate counsel and to participate in (but not control) the defense of any such claim at its own expense.

(c) Separate Counsel. Notwithstanding the foregoing, the indemnified party shall have the right to employ separate counsel at the expense of the indemnifying party if (i) the indemnifying party has failed to assume the defense of such claim within the thirty (30)-day period described above, (ii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, or (iii) the indemnified party shall have been advised by its own counsel that there are one or more legal or equitable defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party, and the assertion of such defenses would create a conflict of interest; provided that, in the case of clause (iii), only one firm of separate counsel (plus local counsel, if necessary) shall be retained by all indemnified parties at the expense of the indemnifying party.

(d) Settlements. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), consent to the entry of any judgment or enter into any settlement or compromise of any claim, action, suit, or proceeding that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of an unconditional release from all liability with respect to such claim, or (ii) involves any relief other than the payment of monetary damages or any admission of fault or liability on the part of any indemnified party. No indemnified party shall consent to the entry of any judgment or enter into any settlement or compromise of any claim, action, suit, or proceeding for which indemnification is sought hereunder without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld, conditioned, or delayed).

Section 6.4 — Contribution.

(a) If the indemnification provided for in Sections 6.1 and 6.2 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any Losses for which such indemnified party is entitled to indemnification hereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company, on the one hand, and the selling Holders, on the other hand, from the applicable offering of Registrable Securities, and (ii) the relative fault of the Company, on the one hand, and the selling Holders, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the selling Holders, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the applicable offering (before deducting expenses) received by the Company bear to the total net proceeds from such offering (before deducting expenses) received by the selling Holders. The relative fault of the Company, on the one hand, and of the selling Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the selling Holders, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(b) Limitation on Holder Contribution. In no event shall the contribution obligation of any selling Holder under this Section 6.4 exceed the net proceeds actually received by such selling Holder from the sale of Registrable Securities in the applicable offering.

(c) Fraudulent Misrepresentation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(d) Nature of Obligation. The Parties agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 6.4(a).

ARTICLE VII — HOLDBACK / STANDSTILL AGREEMENTS

Section 7.1 — Lock-Up / Standstill Period.

(a) Standstill Covenant. Each Holder agrees that, during the Standstill Period (the 180-day period commencing on February 8, 2024 and expiring at 11:59 p.m. (New York City time) on August 6, 2024, coterminous with the lock-up agreements executed by each Holder in favor of Whitfield Barrow & Co., LLC, as Representative of the underwriters in the IPO), such Holder shall not, without the prior written consent of the Representative, directly or indirectly:

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Dated as of February 13, 2024
among
ARBOR HEALTH TECHNOLOGIES INC.
a Delaware corporation,
BRINDOVAL TRELVON PARTNERS FUND IV, L.P.
a Delaware limited partnership,
and
RIDGELINE GROWTH EQUITY FUND III, LLC
a Delaware limited liability company
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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of February 13, 2024 (effective upon the consummation of the IPO, as defined below), by and among:
(i) Arbor Health Technologies Inc., a Delaware corporation (the "Company"), with principal executive offices at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142;
(ii) Brindoval Trelvon Partners Fund IV, L.P., a Delaware limited partnership ("CSP Fund IV"), with principal offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022; and
(iii) Ridgeline Growth Equity Fund III, LLC, a Delaware limited liability company ("RGE Fund III"), with principal offices at 1 Maritime Plaza, Suite 2200, San Francisco, California 94111.
CSP Fund IV and RGE Fund III are referred to herein collectively as the "Holders" and each individually as a "Holder." The Company and each Holder are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement amends and restates in its entirety the Registration Rights Agreement, dated as of October 22, 2020 (the "Original Agreement"), by and among the Company, CSP Fund IV, and RGE Fund III, entered into in connection with the Company's Series D preferred stock financing.
RECITALS
WHEREAS, the Company has consummated its initial public offering (the "IPO") of 20,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $20.00 per share, on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT," pursuant to a Registration Statement on Form S-1 (File No. 333-276841) (the "IPO Registration Statement") declared effective by the United States Securities and Exchange Commission (the "SEC") on February 8, 2024;
WHEREAS, in connection with the IPO, the underwriters, acting through Whitfield Barrow & Co., LLC, as representative (the "Representative"), have been granted an option to purchase up to 3,000,000 additional shares of Common Stock to cover overallotments;
WHEREAS, following the IPO and assuming the full exercise of the overallotment option, the Company has 103,000,000 shares of Common Stock issued and outstanding;
WHEREAS, as of the date hereof, CSP Fund IV holds 28,000,000 shares of Common Stock, representing approximately 27.18% of the total outstanding shares of Common Stock following the IPO (assuming full exercise of the overallotment option), and RGE Fund III holds 16,000,000 shares of Common Stock, representing approximately 15.53% of the total outstanding shares of Common Stock following the IPO (assuming full exercise of the overallotment option);
WHEREAS, neither CSP Fund IV nor RGE Fund III sold any shares of Common Stock in the IPO, and all such shares remain outstanding and subject to the terms and conditions set forth herein;
WHEREAS, pursuant to the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020, by and among the Company, CSP Fund IV, RGE Fund III, and certain other investors party thereto (the "Prior IRA"), the Prior IRA terminates automatically upon the consummation of a Qualified IPO, defined therein as an initial public offering with gross proceeds exceeding $200,000,000 on a national securities exchange, and the IPO constitutes a Qualified IPO with base gross proceeds of $400,000,000 on the NYSE;
WHEREAS, the Amended and Restated Voting Agreement, dated as of October 22, 2020, by and among the Company, CSP Fund IV, RGE Fund III, and certain other stockholders party thereto (the "Prior Voting Agreement"), also terminates automatically upon the consummation of the IPO;
WHEREAS, in connection with the IPO, each Holder has executed a lock-up agreement in favor of the Representative providing for a 180-day lock-up period commencing on February 8, 2024 (the date of the final prospectus relating to the IPO) and expiring on August 6, 2024; and
WHEREAS, the Company and the Holders desire to set forth their respective registration rights and obligations with respect to the Registrable Securities following the consummation of the IPO and to amend and restate the Original Agreement in its entirety.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms have the following meanings:
"Adverse Disclosure" means public disclosure of material non-public information that the Board determines in good faith (after consultation with outside counsel to the Company) would be required to be made in a Registration Statement or Prospectus filed or used in connection with a registration hereunder, the disclosure of which at such time would be materially adverse to the Company or its business, operations, financial condition, or prospects, or would materially interfere with any bona fide financing, acquisition, disposition, corporate reorganization, or other material transaction involving the Company or any of its subsidiaries then under consideration by the Board.
"Agreement" has the meaning set forth in the Preamble.
"Blackout Period" has the meaning set forth in Section 2.3.
"Board" means the Board of Directors of the Company.
"Commission" or "SEC" means the United States Securities and Exchange Commission, or any successor governmental agency.
"Common Stock" means the common stock of the Company, par value $0.001 per share, and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, stock dividend, recapitalization, merger, consolidation, or similar event.
"Company" has the meaning set forth in the Preamble.
"CSP Fund IV" has the meaning set forth in the Preamble.
"Demand Registration" has the meaning set forth in Section 2.1(a).
"Effectiveness Period" has the meaning set forth in Section 4.3.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Form S-1" means a Registration Statement on Form S-1 under the Securities Act, or any successor or substantially similar form.
"Form S-3" means a Registration Statement on Form S-3 under the Securities Act, or any successor or substantially similar form.
"Holders" means, collectively, CSP Fund IV and RGE Fund III, and their respective Permitted Transferees who become parties to this Agreement in accordance with Section 9.5, and "Holder" means any one of them individually.
"IPO" means the Company's initial public offering of Common Stock consummated on February 13, 2024, pursuant to the IPO Registration Statement.
"IPO Closing Date" means February 13, 2024, the date on which the closing of the IPO occurred.
"IPO Registration Statement" means the Registration Statement on Form S-1 (File No. 333-276841), as amended, filed by the Company with the Commission in connection with the IPO and declared effective by the Commission on February 8, 2024.
"Joining Holder" has the meaning set forth in Section 2.5(b).
"Lock-Up Period" means the 180-day period commencing on February 8, 2024 (the date of the final prospectus relating to the IPO) and expiring at 11:59 p.m. (New York City time) on August 6, 2024.
"Market Standoff" has the meaning set forth in Section 7.3.
"NYSE" means the New York Stock Exchange.
"Original Agreement" has the meaning set forth in the Preamble.
"Permitted Transferee" has the meaning set forth in Section 7.2(a).
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other entity.
"Piggyback Notice" has the meaning set forth in Section 3.1.
"Piggyback Registration" has the meaning set forth in Section 3.1.
"Prior IRA" has the meaning set forth in the Recitals.
"Prior Voting Agreement" has the meaning set forth in the Recitals.
"Prospectus" means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B, or Rule 430C under the Securities Act), as amended or supplemented by any prospectus supplement, any free writing prospectus (as defined in Rule 405 under the Securities Act), and all other amendments and supplements to any such prospectus, including post-effective amendments.
"Registrable Securities" means all shares of Common Stock held by the Holders and their Permitted Transferees (including shares acquired prior to, in connection with, or after the IPO), other than shares of Common Stock that (i) have been sold in a public offering registered under the Securities Act or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 under the Securities Act without volume or manner-of-sale limitations and without the requirement of the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision), or (iii) have ceased to be outstanding. For the avoidance of doubt, shares of Common Stock shall cease to be Registrable Securities upon the occurrence of any of the events described in clauses (i), (ii), or (iii) of the preceding sentence.
"Registration Expenses" has the meaning set forth in Section 5.1(a).
"Registration Statement" means any registration statement filed with the Commission under the Securities Act, including any Prospectus, amendments, and supplements to such registration statement, and including pre-effective and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference therein.
"Representative" means Whitfield Barrow & Co., LLC, in its capacity as representative of the several underwriters in the IPO, or any successor representative thereof.
"RGE Fund III" has the meaning set forth in the Preamble.
"Rule 144" means Rule 144 promulgated under the Securities Act (or any successor rule thereto), as such rule may be amended from time to time.
"S-3 Shelf Registration" has the meaning set forth in Section 2.4(a).
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Selling Expenses" has the meaning set forth in Section 5.1(b).
"Standstill Period" means the 180-day period commencing on February 8, 2024 and expiring at 11:59 p.m. (New York City time) on August 6, 2024, which period is coterminous with the Lock-Up Period.
"Suspension Period" has the meaning set forth in Section 2.2(c).
"Underwritten Offering" means a registered offering in which securities of the Company are sold to one or more underwriters on a firm commitment basis for reoffering to the public, including any "bought deal" or "block trade."
"Underwritten Takedown" means an Underwritten Offering effected pursuant to an S-3 Shelf Registration in accordance with Section 2.4.
Section 1.2 — Interpretation.
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or therein), (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement, unless otherwise indicated.
(b) References to "days" shall mean calendar days unless "business days" is expressly specified. A "business day" means any day other than a Saturday, Sunday, or day on which banks in New York City are authorized or required by law to close.
(c) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as more particularly set forth in Section 9.1.
ARTICLE II — DEMAND REGISTRATION RIGHTS
Section 2.1 — Demand Registration Requests.
(a) Right to Demand. Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 2.2 and the Standstill Period set forth in Section 7.1, each Holder shall be entitled to a maximum of two (2) registrations initiated by such Holder (each, a "Demand Registration") and a total of four (4) Demand Registrations shall be available across both Holders (two (2) for CSP Fund IV and two (2) for RGE Fund III). A Demand Registration request shall be made by the requesting Holder by delivering a written notice to the Company substantially in the form attached hereto as Exhibit B (a "Demand Notice"), which Demand Notice shall specify (i) the number of Registrable Securities proposed to be registered, (ii) the intended method of distribution (including whether an Underwritten Offering is requested), and (iii) the form of Registration Statement requested (Form S-1 or Form S-3, if available).
(b) Minimum Offering Amount. The Company shall not be obligated to effect a Demand Registration unless the Registrable Securities to be included in such registration have an anticipated aggregate offering price to the public (before deduction of underwriting discounts and commissions) of at least $50,000,000 or, if less, all remaining Registrable Securities held by the requesting Holder. For purposes of this Section 2.1(b), the anticipated aggregate offering price shall be determined in good faith by the requesting Holder and communicated to the Company in the Demand Notice, based on the then-current market price of the Common Stock on the NYSE.
(c) Company Obligations Upon Demand; Effectiveness Period. Upon receipt of a proper Demand Notice, the Company shall use reasonable best efforts to (i) file a Registration Statement on Form S-1 (or Form S-3, if the Company is then eligible to use Form S-3) with the Commission within sixty (60) days following receipt of the Demand Notice and (ii) cause such Registration Statement to be declared effective by the Commission as promptly as practicable thereafter. The Company shall use reasonable best efforts to keep such Registration Statement continuously effective for the period specified in Section 4.3 (the "Effectiveness Period").
(d) Standstill Period Restriction. Notwithstanding anything to the contrary in this Section 2.1, no Demand Registration may be requested by any Holder during the Standstill Period (through August 6, 2024), consistent with the Holder's obligations under Section 7.1 and the lock-up agreements executed in connection with the IPO.
(e) Selection of Underwriters. If a Demand Registration involves an Underwritten Offering, the Holder initiating such demand shall have the right to select the managing underwriter(s) for such offering, subject to the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed). The Holder initiating the demand and the Company shall enter into an underwriting agreement in customary form with the managing underwriter(s) so selected.
Section 2.2 — Demand Registration Limitations.
(a) Timing Limitation. The Company shall not be obligated to effect a Demand Registration (i) within ninety (90) days following the effective date of any previous Demand Registration filed pursuant to this Section 2, or (ii) during a Suspension Period (as defined in Section 2.2(c) below).
(b) Counting of Demands. A Demand Registration shall not be counted as one of the two (2) Demand Registrations permitted to a Holder under Section 2.1(a) if:
(i) the Registration Statement relating to such Demand Registration is not declared effective by the Commission within one hundred twenty (120) days following the date of filing of such Registration Statement, unless the failure to achieve effectiveness within such period is attributable to the requesting Holder's failure to furnish information required under Section 4.2;
(ii) the Underwritten Offering contemplated by such Demand Registration is not consummated as a result of material adverse market conditions beyond the requesting Holder's reasonable control, as determined in good faith by the managing underwriter(s); or
(iii) the requesting Holder withdraws its Demand Notice prior to the effectiveness of the Registration Statement; provided, however, that a withdrawal following the Company's delivery of a notice invoking a Suspension Period pursuant to Section 2.2(c) below shall not be counted as a Demand Registration.
(c) Suspension Period. If the Board determines in good faith (after consultation with outside counsel to the Company) that the filing of a Registration Statement pursuant to a Demand Notice would require Adverse Disclosure, the Company may postpone the filing of such Registration Statement for a period not to exceed sixty (60) days from the date of such determination (a "Suspension Period"). The Company shall promptly notify the requesting Holder in writing of its election to postpone the filing and shall promptly notify such Holder when the conditions giving rise to such postponement no longer exist. The Company shall not invoke this right of postponement more than two (2) times in any twelve (12)-month period, and the aggregate number of days of all Suspension Periods in any twelve (12)-month period shall not exceed ninety (90) days.
Section 2.3 — Suspension of Registration.
(a) If, after a Registration Statement filed in connection with a Demand Registration has been declared effective by the Commission, the Board determines in good faith (after consultation with outside counsel to the Company) that the continued use of the Prospectus included in such Registration Statement would require Adverse Disclosure or that such Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company may, by written notice to the selling Holders, suspend the use of such Prospectus for a period not to exceed sixty (60) consecutive days (a "Blackout Period").
(b) The Company shall give prompt written notice to each selling Holder of (i) the commencement of any Blackout Period, specifying in reasonable detail the basis therefor (to the extent that such disclosure would not, in the Company's good faith judgment, itself constitute Adverse Disclosure), and (ii) the termination of any Blackout Period. Upon receipt of any such notice of commencement of a Blackout Period, each selling Holder shall immediately discontinue the disposition of Registrable Securities pursuant to such Registration Statement until the selling Holder receives written notice from the Company that such dispositions may be resumed, and the Company shall, as promptly as reasonably practicable following the end of the Blackout Period, amend or supplement the Prospectus to the extent necessary to permit the resumption of dispositions.
(c) The Company shall not impose more than two (2) Blackout Periods in any twelve (12)-month period, and the aggregate duration of all Blackout Periods in any twelve (12)-month period shall not exceed ninety (90) days. For the avoidance of doubt, Blackout Periods under this Section 2.3 shall be counted separately from, and in addition to, any Suspension Periods imposed under Section 2.2(c), except that the aggregate number of days in any twelve (12)-month period during which the Company may invoke a Suspension Period or a Blackout Period shall not exceed one hundred twenty (120) days.
(d) If a Blackout Period occurs during the Effectiveness Period applicable to any Registration Statement, the Effectiveness Period shall be automatically extended by a number of days equal to the number of days of the Blackout Period.
Section 2.4 — S-3 Shelf Registration Rights.
(a) Filing of Shelf Registration Statement. Beginning on the date that is twelve (12) months after the IPO Closing Date (i.e., on or after February 13, 2025), if the Company is eligible to use Form S-3 for secondary offerings on behalf of the Holders, any Holder may request in writing that the Company file a shelf registration statement on Form S-3 (including a registration statement filed pursuant to General Instruction I.D of Form S-3 or any successor thereto providing for an automatic shelf registration process) covering the resale of all Registrable Securities held by such Holder (and, if requested, all Registrable Securities held by the other Holder) from time to time in accordance with the methods of distribution set forth in such shelf registration statement (an "S-3 Shelf Registration").
(b) Company Obligations. Upon receipt of a request for an S-3 Shelf Registration, the Company shall use reasonable best efforts to (i) file such shelf registration statement on Form S-3 with the Commission within thirty (30) days following receipt of such request and (ii) cause such shelf registration statement to be declared effective by the Commission as promptly as practicable thereafter.
(c) Continuous Effectiveness. The Company shall use reasonable best efforts to keep any S-3 Shelf Registration continuously effective and the Prospectus included therein usable for resales until the earlier of (i) the date on which all Registrable Securities covered by such shelf registration statement have been sold pursuant thereto or otherwise, and (ii) the date on which all Registrable Securities covered thereby may be sold pursuant to Rule 144 without volume or manner-of-sale limitations and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision).
(d) Underwritten Takedowns. The Holders may, from time to time, conduct Underwritten Takedowns off an effective S-3 Shelf Registration; provided, however, that (i) the Registrable Securities to be sold in any single Underwritten Takedown shall have an anticipated aggregate offering price to the public (before deduction of underwriting discounts and commissions) of at least $25,000,000, and (ii) the Holders shall not conduct more than three (3) Underwritten Takedowns in any twelve (12)-month period. The Holder initiating an Underwritten Takedown shall have the right to select the managing underwriter(s) therefor, subject to the prior written consent of the Company (not to be unreasonably withheld, conditioned, or delayed). Each Underwritten Takedown shall be subject to the blackout and suspension provisions of Sections 2.2(c) and 2.3.
(e) Not Counted as Demand Registrations. S-3 Shelf Registrations and Underwritten Takedowns shall not count as Demand Registrations under Section 2.1 and shall not reduce the number of Demand Registrations available to any Holder.
(f) Supplements and Amendments. In connection with any S-3 Shelf Registration, the Company shall, as promptly as reasonably practicable, file any required prospectus supplements or post-effective amendments to incorporate any information required to be included therein, including any information relating to a specific sale of Registrable Securities, the identity of any new selling Holders, or any material changes to the plan of distribution described in such shelf registration statement.
Section 2.5 — Holder's Right to Participate in Demand Registrations.
(a) Notice to Other Holder. If one Holder initiates a Demand Registration pursuant to Section 2.1, the Company shall, promptly and in any event within five (5) business days following receipt of the Demand Notice, notify the other Holder in writing of such Demand Registration request, including the identity of the requesting Holder, the number of Registrable Securities proposed to be registered, and the intended method of distribution.
(b) Right to Join. The other Holder (the "Joining Holder") shall have ten (10) business days following receipt of such notice to request in writing the inclusion of all or any portion of its Registrable Securities in such Demand Registration. Any such request shall specify the number of Registrable Securities proposed to be included by the Joining Holder.
(c) Priority in the Event of Cutback. If the managing underwriter(s) of an Underwritten Offering initiated as a Demand Registration advise the Company and the Holders in writing that the total number of Registrable Securities requested to be included in such registration exceeds the number of shares that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the offering or the market for the Common Stock (including existing trading markets), then the number of Registrable Securities to be included in such registration shall be allocated as follows:
(i) first, the Registrable Securities of the Holder that initiated the Demand Registration, in the full amount requested by such Holder (subject to pro rata reduction if the shares of the initiating Holder alone exceed the maximum number advised by the managing underwriter(s));
(ii) second, the Registrable Securities of the Joining Holder, up to the remaining number of shares that the managing underwriter(s) advise can be included without having the adverse effect described above; and
(iii) third, any shares of Common Stock that the Company wishes to include for its own account, up to the remaining number of shares that the managing underwriter(s) advise can be included without having the adverse effect described above.
For the avoidance of doubt, any reduction in the number of Registrable Securities included in a Demand Registration pursuant to this Section 2.5(c) shall not cause such registration to fail to count as a Demand Registration for purposes of Section 2.1(a), unless the requesting Holder's Registrable Securities are reduced to less than seventy-five percent (75%) of the amount originally requested, in which case the requesting Holder shall have the right to withdraw its Demand Notice without such demand counting as one of its permitted Demand Registrations.
ARTICLE III — PIGGYBACK REGISTRATION RIGHTS
Section 3.1 — Piggyback Registration.
If the Company proposes to file a Registration Statement under the Securities Act with respect to a public offering of shares of Common Stock (whether for the Company's own account or for the account of any other stockholder of the Company), other than (a) the IPO Registration Statement (which has already been declared effective), (b) a registration statement on Form S-4 or Form S-8 (or any successor forms thereto), or (c) a registration statement filed solely in connection with an employee stock option, stock purchase, or other employee benefit plan, a dividend reinvestment plan, or an exchange offer, the Company shall give written notice (a "Piggyback Notice") to each Holder of such proposed registration at least fifteen (15) business days prior to the anticipated filing date of such Registration Statement. The Piggyback Notice shall be delivered substantially in the form attached hereto as Exhibit C and shall describe in reasonable detail the proposed registration, including the type of offering (whether for the Company's own account or pursuant to the demand of another stockholder), the anticipated filing date, the anticipated number of shares of Common Stock to be registered, the proposed method of distribution, and the identity of any proposed managing underwriter(s).
Each Holder shall have ten (10) business days from the date of receipt of such Piggyback Notice to deliver to the Company a written request to include in such registration all or a specified portion of such Holder's Registrable Securities (a "Piggyback Registration"). The Company shall use reasonable best efforts to include in such Registration Statement all Registrable Securities requested to be included therein by the Holders, subject to the priority provisions set forth in Section 3.2 below.
Section 3.2 — Priority on Piggyback Registrations.
(a) Company-Initiated Registrations. If a registration giving rise to piggyback rights under Section 3.1 is initiated by the Company for its own account (a "primary offering"), and the managing underwriter(s) of the related Underwritten Offering advise the Company in writing that, in such underwriter's reasonable opinion, the total number of securities proposed to be included in such registration (including the securities requested by the Holders) exceeds the number of securities that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the offering or the market for the Common Stock, then the securities to be included in such registration shall be allocated in the following order of priority:
(i) first, the shares of Common Stock that the Company proposes to sell for its own account;
(ii) second, the Registrable Securities requested to be included by the Holders, allocated pro rata among the Holders based on the number of Registrable Securities that each Holder has requested to be included in such registration (such that each Holder's allocation shall be equal to the product of (A) the total number of Registrable Securities that the managing underwriter(s) advise can be included, minus the number of shares allocated to the Company under clause (i) above, multiplied by (B) a fraction, the numerator of which is the number of Registrable Securities requested by such Holder and the denominator of which is the aggregate number of Registrable Securities requested by all Holders); and
(iii) third, any other securities requested to be included in such registration by any other stockholder of the Company having contractual piggyback or similar registration rights, allocated among such other stockholders in such manner as the Company may determine.
(b) Third-Party Demand Registrations. If a registration giving rise to piggyback rights under Section 3.1 is initiated by another stockholder of the Company exercising demand registration rights (if any) granted under a separate agreement (a "third-party demand"), and the managing underwriter(s) advise the Company in writing that, in such underwriter's reasonable opinion, the total number of securities proposed to be included in such registration exceeds the number of securities that can be sold without the adverse effects described in Section 3.2(a) above, then the securities to be included in such registration shall be allocated in the following order of priority:
(i) first, the securities of the demanding stockholder that initiated the registration;
(ii) second, the Registrable Securities requested to be included by the Holders, allocated pro rata among the Holders based on the number of Registrable Securities that each Holder has requested to be included in such registration, determined in the same manner as set forth in Section 3.2(a)(ii); and
(iii) third, any shares of Common Stock that the Company proposes to sell for its own account, up to the remaining number of shares that the managing underwriter(s) advise can be included.
Section 3.3 — Withdrawal from Piggyback Registration.
(a) Holder Withdrawal. Any Holder that has requested to participate in a Piggyback Registration may withdraw all or any portion of its Registrable Securities from such Piggyback Registration at any time prior to the effective date of the related Registration Statement by delivering written notice of withdrawal to the Company. Such withdrawal shall be without prejudice to the Holder's rights under Article II (Demand Registration Rights) or any subsequent Piggyback Registration.
(b) Company Withdrawal. The Company may withdraw or abandon a Registration Statement in which Holders have requested to include Registrable Securities pursuant to Piggyback Registration rights at any time prior to the effectiveness of such Registration Statement, without liability to any Holder and without prejudice to the Holders' rights under Article II (Demand Registration Rights) or any subsequent Piggyback Registration. If the Company withdraws or abandons such Registration Statement, the Company shall promptly notify each Holder that had requested inclusion of Registrable Securities therein.
Section 3.4 — No Obligation to Proceed.
The Piggyback Registration rights set forth in this Article III do not obligate the Company to initiate, continue, or proceed with any proposed registration of securities. Nothing in this Article III shall be construed to limit the Company's right to determine, in its sole discretion, whether to proceed with any registration of its securities, subject to the Company's obligations under Article II with respect to Demand Registrations and S-3 Shelf Registrations.
ARTICLE IV — REGISTRATION PROCEDURES
Section 4.1 — Company Obligations.
In connection with any registration of Registrable Securities pursuant to this Agreement (whether a Demand Registration, Piggyback Registration, or S-3 Shelf Registration), the Company shall:
(a) Preparation and Filing. Prepare and file with the Commission a Registration Statement (including all required exhibits, financial statements, and schedules) with respect to the Registrable Securities and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable. The Company shall furnish to each selling Holder and its counsel, prior to the filing of any Registration Statement, copies of such Registration Statement (including all exhibits and any documents incorporated by reference therein) as proposed to be filed, and shall give each selling Holder a reasonable opportunity to review and comment on such Registration Statement.
(b) Amendments and Supplements. Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus included therein as may be necessary to keep such Registration Statement continuously effective and the Prospectus current during the applicable Effectiveness Period, to comply in all material respects with the provisions of the Securities Act, and to enable the disposition of the Registrable Securities covered thereby in accordance with the intended method or methods of distribution described therein.
(c) Copies to Holders and Underwriters. Furnish to each selling Holder and the managing underwriter(s), if any, without charge, as many copies of the Registration Statement, each amendment thereto, each Prospectus (including each preliminary prospectus), each amendment or supplement thereto, each free writing prospectus, and such other documents as such selling Holder or managing underwriter(s) may reasonably request, in order to facilitate the disposition of the Registrable Securities covered thereby. The Company consents to the use of each Prospectus (including each preliminary prospectus) by each selling Holder in connection with the offering and sale of Registrable Securities covered by such Prospectus.
(d) Blue Sky Qualification. Use reasonable best efforts to register or qualify the Registrable Securities covered by each Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as any selling Holder or the managing underwriter(s) may reasonably request, and use reasonable best efforts to keep each such registration or qualification effective during the applicable Effectiveness Period; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject, or (iii) subject itself to taxation in any jurisdiction where it is not then so subject.
(e) Notices. Promptly notify each selling Holder and the managing underwriter(s), if any, in writing of:
(i) the effectiveness of the Registration Statement or any post-effective amendment thereto;
(ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation of any proceedings by the Commission for that purpose, and use reasonable best efforts to obtain the withdrawal of any such order at the earliest practicable date;
(iii) the receipt by the Company of any written comments from the Commission or any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus, or for additional information;
(iv) the occurrence of any event or the existence of any condition that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; and
(v) the Company's reasonable determination that a post-effective amendment to a Registration Statement would be advisable.
(f) Customary Agreements and Deliverables. In connection with any Underwritten Offering, enter into customary agreements (including an underwriting agreement in customary form and substance) with the managing underwriter(s) and provide customary closing deliverables, including officer certificates executed by the Chief Executive Officer and the Chief Financial Officer of the Company, a legal opinion of counsel to the Company, and a comfort letter from the Company's independent registered public accounting firm addressed to the underwriters.
(g) Certificates and Book-Entry. Cooperate with each selling Holder and the managing underwriter(s), if any, in facilitating the timely preparation and delivery of certificates (or book-entry positions through the facilities of The Depository Trust Company) representing the Registrable Securities to be sold, which certificates or book-entry positions shall be free of any restrictive legends (subject to applicable law), and enable such Registrable Securities to be in such denominations and registered in such names as the selling Holder or the managing underwriter(s) may reasonably request. The Company's transfer agent is Continental Share Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, and the Company shall provide such instructions and authorizations to the transfer agent as may be reasonably necessary to effectuate the foregoing.
(h) Listing. Use reasonable best efforts to cause all Registrable Securities covered by each Registration Statement to be listed on the NYSE (ticker symbol: ARHT) prior to the date of the first sale of such Registrable Securities pursuant to such Registration Statement, and to maintain such listing for so long as such Registrable Securities remain outstanding and listed.
(i) Roadshow Participation. In connection with any Underwritten Offering, make available senior management of the Company (including, without limitation, the Chief Executive Officer and the Chief Financial Officer) for participation in customary "road show" presentations that may be reasonably requested by the managing underwriter(s); provided, however, that such participation shall be subject to reasonable scheduling limitations and the Company's senior management shall not be required to participate in road show activities for more than five (5) consecutive business days per Underwritten Offering.
(j) Comfort Letter. Use reasonable best efforts to obtain from the Company's independent registered public accounting firm, Kellerman & Associates LLP (345 Park Avenue, New York, New York 10154), a comfort letter in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter(s) or any selling Holder may reasonably request, and dated the date of the closing of the Underwritten Offering, with a "bring-down" comfort letter as of the closing date.
(k) Legal Opinion. Use reasonable best efforts to provide a legal opinion from the Company's counsel, in customary form and substance, addressed to the managing underwriter(s) and the selling Holders, covering such matters as are customarily covered in opinions delivered to underwriters in connection with registered secondary offerings of equity securities.
(l) Exchange Act Filings. Timely file all reports required to be filed by the Company under Sections 13 or 15(d) of the Exchange Act so as to enable any Holder to sell Registrable Securities without registration under the Securities Act pursuant to Rule 144 and to maintain the Company's eligibility to file registration statements on Form S-3 (or any successor form).
Section 4.2 — Seller Obligations.
In connection with any registration of Registrable Securities pursuant to this Agreement, each selling Holder shall:
(a) Information. Furnish to the Company in writing such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of such Registrable Securities as the Company may reasonably request and as shall be required in connection with the preparation, filing, and effectiveness of the applicable Registration Statement. Each Holder acknowledges that such information will be used in the Registration Statement and the Prospectus and hereby consents to the inclusion thereof.
(b) Cooperation. Cooperate with the Company in the preparation of the Registration Statement and the Prospectus and in responding to any comments from the Commission with respect thereto, including by promptly reviewing and providing comments on drafts of the Registration Statement and the Prospectus and any amendments or supplements thereto.
(c) No Premature Sales. Not sell, transfer, or otherwise dispose of any Registrable Securities covered by a Registration Statement until such Registration Statement has been declared effective by the Commission and the Prospectus included therein is available for use (or, in the case of an S-3 Shelf Registration, until a valid prospectus supplement has been filed, if required).
(d) Compliance with Blackout Notices. Upon receipt of a notice from the Company of the commencement of a Blackout Period pursuant to Section 2.3, immediately cease all dispositions of Registrable Securities pursuant to the applicable Registration Statement until the Holder receives written notice from the Company that such dispositions may be resumed, and comply with all obligations imposed on selling Holders under this Agreement during any Blackout Period.
(e) Method of Distribution. Not use any method of distribution that is not described in the applicable Registration Statement or Prospectus or that would require an amendment or supplement to such Registration Statement or Prospectus, unless such amendment or supplement is first filed with the Commission and, if applicable, declared effective.
Section 4.3 — Effectiveness Period.
(a) Demand Registration on Form S-1. With respect to any Demand Registration on Form S-1, the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement for a period of one hundred eighty (180) days following the date on which such Registration Statement is declared effective by the Commission (or such shorter period if all Registrable Securities covered thereby have been sold), as the same may be extended pursuant to Section 2.3(d) (collectively, the "Effectiveness Period" with respect to a Demand Registration on Form S-1).
(b) S-3 Shelf Registration. With respect to any S-3 Shelf Registration, the Company shall use reasonable best efforts to maintain the continuous effectiveness of such shelf registration statement until the earlier of (i) the date on which all Registrable Securities covered thereby have been sold pursuant to such shelf registration statement or otherwise, and (ii) the date on which all Registrable Securities covered thereby may be sold pursuant to Rule 144 without volume or manner-of-sale limitations and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision) (the "Effectiveness Period" with respect to an S-3 Shelf Registration).
(c) Extensions. If a Blackout Period occurs during any Effectiveness Period, such Effectiveness Period shall be automatically extended by a number of days equal to the number of days of such Blackout Period, as provided in Section 2.3(d).
ARTICLE V — REGISTRATION EXPENSES
Section 5.1 — Allocation of Expenses.
(a) Registration Expenses. "Registration Expenses" means all fees, costs, and expenses incurred by the Company in connection with any registration of Registrable Securities pursuant to this Agreement, including, without limitation: (i) all Commission registration and filing fees; (ii) all FINRA filing fees and expenses; (iii) all NYSE supplemental listing application fees and annual listing fees attributable to the Registrable Securities being registered; (iv) all printing, engraving, duplicating, and EDGAR filing costs, including fees and expenses of the Company's financial printer (Toppan Quillon Health IT, or any successor thereto); (v) all fees and disbursements of counsel to the Company (Calderwood & Harkness LLP, 125 Broad Street, New York, New York 10004, or successor counsel); (vi) all fees and disbursements of the Company's independent registered public accounting firm (Kellerman & Associates LLP, 345 Park Avenue, New York, New York 10154); (vii) all fees and expenses relating to state securities or "blue sky" law registrations, qualifications, or exemptions; (viii) all transfer agent fees and expenses (Continental Share Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004); and (ix) the reasonable fees and disbursements of one (1) counsel selected by the selling Holders (or, if more than one Holder is selling, selected by the Holders of a majority of the Registrable Securities being registered), in an amount not to exceed $75,000 per registration. Registration Expenses shall be borne solely by the Company, regardless of whether any registration pursuant to which such expenses are incurred becomes effective or results in any sales of Registrable Securities.
(b) Selling Expenses. "Selling Expenses" means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and all fees and disbursements of any counsel, accountants, or other advisors retained by any selling Holder (other than the one (1) counsel the fees and disbursements of which are included in Registration Expenses pursuant to Section 5.1(a)(ix) above). Selling Expenses shall be borne by the selling Holders, allocated pro rata among such selling Holders based on the number of Registrable Securities sold by each such Holder in the applicable registration.
Section 5.2 — Expenses Not Covered.
This Article V shall not apply to, and the allocation of expenses set forth herein shall not cover, any fees, costs, or expenses incurred in connection with any litigation, dispute, or other proceeding arising out of or in connection with any registration of Registrable Securities. The allocation of liability for such fees, costs, and expenses is governed by Article VI (Indemnification and Contribution).
ARTICLE VI — INDEMNIFICATION AND CONTRIBUTION
Section 6.1 — Indemnification by the Company.
The Company shall indemnify, defend, and hold harmless each selling Holder and its respective affiliates, officers, directors, partners, members, managers, employees, and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder (each, a "Holder Indemnified Party"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable and documented attorneys' fees and costs of investigation and litigation), joint or several (collectively, "Losses"), to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state securities law, or otherwise, insofar as such Losses arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), any Prospectus (or any amendment or supplement thereto), any free writing prospectus, any preliminary prospectus, or any issuer information filed or required to be filed pursuant to Rule 433(d) under the Securities Act; or
(ii) any omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein (in the case of any Prospectus, preliminary prospectus, or free writing prospectus, in the light of the circumstances under which they were made) not misleading;
provided, however, that the Company shall not be liable to any Holder Indemnified Party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Party or the applicable selling Holder specifically for use in the preparation of such Registration Statement, Prospectus, free writing prospectus, or preliminary prospectus. The Company shall also indemnify the underwriters in any Underwritten Offering, their officers, directors, and agents, and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.
Section 6.2 — Indemnification by the Selling Holders.
In connection with any registration in which a Holder is selling Registrable Securities, such selling Holder shall, severally and not jointly, indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company (each, a "Company Indemnified Party"), from and against any and all Losses to which any such Company Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state securities law, or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, free writing prospectus, or preliminary prospectus, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, preliminary prospectus, or free writing prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such selling Holder specifically for use in the preparation of such Registration Statement, Prospectus, free writing prospectus, or preliminary prospectus.
Notwithstanding the foregoing, the liability of each selling Holder under this Section 6.2 shall not exceed an amount equal to the net proceeds actually received by such Holder from the sale of Registrable Securities pursuant to the applicable Registration Statement giving rise to such liability.
Section 6.3 — Conduct of Indemnification Proceedings.
(a) Notice of Claim. An indemnified party shall promptly notify the indemnifying party in writing of any claim, action, suit, or proceeding with respect to which such indemnified party seeks indemnification pursuant to this Article VI (a "Claim Notice"). The failure of an indemnified party to give prompt notice of a claim shall not relieve the indemnifying party of its obligations under this Article VI, except to the extent that the indemnifying party is actually and materially prejudiced thereby.
(b) Assumption of Defense. The indemnifying party shall have the right, upon written notice to the indemnified party delivered within thirty (30) days after receipt of a Claim Notice, to assume the defense of any such claim, action, suit, or proceeding, including the employment of counsel reasonably satisfactory to the indemnified party (whose consent to such counsel shall not be unreasonably withheld, conditioned, or delayed). If the indemnifying party assumes the defense, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with such defense, except that the indemnified party shall have the right to employ separate counsel and to participate in (but not control) the defense of any such claim at its own expense.
(c) Separate Counsel. Notwithstanding the foregoing, the indemnified party shall have the right to employ separate counsel at the expense of the indemnifying party if (i) the indemnifying party has failed to assume the defense of such claim within the thirty (30)-day period described above, (ii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, or (iii) the indemnified party shall have been advised by its own counsel that there are one or more legal or equitable defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party, and the assertion of such defenses would create a conflict of interest; provided that, in the case of clause (iii), only one firm of separate counsel (plus local counsel, if necessary) shall be retained by all indemnified parties at the expense of the indemnifying party.
(d) Settlements. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), consent to the entry of any judgment or enter into any settlement or compromise of any claim, action, suit, or proceeding that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of an unconditional release from all liability with respect to such claim, or (ii) involves any relief other than the payment of monetary damages or any admission of fault or liability on the part of any indemnified party. No indemnified party shall consent to the entry of any judgment or enter into any settlement or compromise of any claim, action, suit, or proceeding for which indemnification is sought hereunder without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld, conditioned, or delayed).
Section 6.4 — Contribution.
(a) If the indemnification provided for in Sections 6.1 and 6.2 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any Losses for which such indemnified party is entitled to indemnification hereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company, on the one hand, and the selling Holders, on the other hand, from the applicable offering of Registrable Securities, and (ii) the relative fault of the Company, on the one hand, and the selling Holders, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the selling Holders, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the applicable offering (before deducting expenses) received by the Company bear to the total net proceeds from such offering (before deducting expenses) received by the selling Holders. The relative fault of the Company, on the one hand, and of the selling Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the selling Holders, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
(b) Limitation on Holder Contribution. In no event shall the contribution obligation of any selling Holder under this Section 6.4 exceed the net proceeds actually received by such selling Holder from the sale of Registrable Securities in the applicable offering.
(c) Fraudulent Misrepresentation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
(d) Nature of Obligation. The Parties agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 6.4(a).
ARTICLE VII — HOLDBACK / STANDSTILL AGREEMENTS
Section 7.1 — Lock-Up / Standstill Period.
(a) Standstill Covenant. Each Holder agrees that, during the Standstill Period (the 180-day period commencing on February 8, 2024 and expiring at 11:59 p.m. (New York City time) on August 6, 2024, coterminous with the lock-up agreements executed by each Holder in favor of Whitfield Barrow & Co., LLC, as Representative of the underwriters in the IPO), such Holder shall not, without the prior written consent of the Representative, directly or indirectly:
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ARBOR HEALTH TECHNOLOGIES INC.

BRINDOVAL TRELVON PARTNERS FUND IV, L.P.

RIDGELINE GROWTH EQUITY FUND III, LLC

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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