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TERMINATION AGREEMENT

Regarding the Amended and Restated Investors' Rights Agreement

Dated as of February 13, 2024

Among

Arbor Health Technologies Inc.

Brindoval Trelvon Partners Fund IV, L.P.

Ridgeline Growth Equity Fund III, LLC

Dr. Nathaniel Rourke

and

Margaret Tsujimoto

This TERMINATION AGREEMENT (this "Agreement"), dated as of February 13, 2024 (the "Effective Date"), is entered into by and among:

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

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

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

(iv) Dr. Nathaniel Rourke, an individual, Co-Founder, Chairman & Chief Executive Officer of the Company ("Rourke"); and

(v) Margaret Tsujimoto, an individual, Co-Founder & Chief Technology Officer of the Company ("Tsujimoto").

CSP Fund IV, RGE Fund III, Rourke, and Tsujimoto are each sometimes referred to herein individually as an "Investor" and collectively as the "Investors." The Company and the Investors are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement relates to that certain Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (as defined below, the "IRA"), entered into in connection with the Company's Series D preferred stock financing.

RECITALS

WHEREAS, the Parties are parties to that certain Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (the "IRA"), entered into in connection with the Company's Series D preferred stock financing. The IRA provides for, among other things, certain information rights, participation rights, rights of first refusal, co-sale rights, and related investor protections. The IRA was entered into among the Company, CSP Fund IV, RGE Fund III, Rourke, Tsujimoto, and certain other holders of the Company's equity securities;

WHEREAS, Section 7.1(a) of the IRA provides that the IRA shall automatically terminate upon the consummation of a "Qualified IPO," which is defined therein as an underwritten initial public offering of shares of the Company's common stock on a national securities exchange resulting in aggregate gross proceeds to the Company of not less than Two Hundred Million Dollars ($200,000,000). The Parties further acknowledge that certain registration rights set forth in the Amended and Restated Registration Rights Agreement, dated as of October 22, 2020, among the Company, CSP Fund IV, RGE Fund III, and the other parties thereto (the "Registration Rights Agreement"), which is a separate agreement, survive the termination of the IRA and are not affected thereby;

WHEREAS, the Company has filed a Registration Statement on Form S-1 (File No. 333-276841) with the Securities and Exchange Commission (the "SEC"), which was declared effective on February 8, 2024. On February 8, 2024, the Company priced 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, resulting in aggregate gross proceeds to the Company of Four Hundred Million Dollars ($400,000,000) (exclusive of the underwriters' overallotment option of up to 3,000,000 additional shares of Common Stock). The shares of Common Stock are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT." The IPO closed on February 13, 2024, with settlement and delivery of shares to the underwriters, with Whitfield Barrow & Co., LLC acting as the representative of the several underwriters, together with Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters");

WHEREAS, the IPO constitutes a "Qualified IPO" as defined in Section 7.1(a) of the IRA, as it is an underwritten initial public offering on the New York Stock Exchange (a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended) with aggregate gross proceeds to the Company of Four Hundred Million Dollars ($400,000,000), which exceeds the Two Hundred Million Dollar ($200,000,000) threshold specified in the IRA. The Parties desire to confirm and acknowledge the automatic termination of the IRA upon the consummation of the IPO; and

WHEREAS, the Parties are entering into this Agreement to memorialize, confirm, and acknowledge the termination of the IRA and to set forth certain related agreements among the Parties, including with respect to surviving obligations, mutual releases, and related matters.

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:

SECTION 1 — DEFINITIONS

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

"Agreement" means this Termination Agreement, as it may be amended from time to time in accordance with Section 6.2.

"IRA" means the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020, among the Company, CSP Fund IV, RGE Fund III, Rourke, Tsujimoto, and the other parties thereto, a copy of which is attached hereto as Exhibit A for reference purposes.

"IPO" means the initial public offering of 20,000,000 shares of Common Stock, par value $0.001 per share, of the Company at a price to the public of $20.00 per share, consummated on February 13, 2024.

"Qualified IPO" has the meaning set forth in Section 7.1(a) of the IRA, which defines such term as an underwritten initial public offering of shares of the Company's common stock on a national securities exchange resulting in aggregate gross proceeds to the Company of not less than Two Hundred Million Dollars ($200,000,000).

"Registration Rights Agreement" means the Amended and Restated Registration Rights Agreement, dated as of October 22, 2020, among the Company, CSP Fund IV, RGE Fund III, and the other parties thereto, as amended from time to time.

"Registration Statement" means the Company's Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission, as amended, including all amendments and supplements thereto.

"Termination Date" has the meaning set forth in Section 2.2.

1.2 Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the IRA.

SECTION 2 — ACKNOWLEDGMENT AND CONFIRMATION OF TERMINATION

2.1 Termination of the IRA. Each Party hereby acknowledges and confirms that, upon the consummation of the IPO on February 13, 2024, the IRA has automatically terminated in accordance with Section 7.1(a) of the IRA, without any further action required by any Party. The aggregate gross proceeds to the Company from the IPO are Four Hundred Million Dollars ($400,000,000) (based on the sale of 20,000,000 shares of Common Stock at a public offering price of $20.00 per share), which exceeds the Two Hundred Million Dollar ($200,000,000) threshold required for a "Qualified IPO" as defined in Section 7.1(a) of the IRA. The IPO was conducted as an underwritten offering on the New York Stock Exchange, which is a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended. Accordingly, each of the conditions for automatic termination of the IRA set forth in Section 7.1(a) of the IRA has been satisfied.

2.2 Effectiveness of Termination. The termination of the IRA became effective as of the closing of the IPO on February 13, 2024 (the "Termination Date"). As of the Termination Date, all rights, obligations, covenants, and agreements of the Parties under the IRA have terminated and are of no further force or effect, except as expressly provided in Section 3 of this Agreement.

2.3 No Surviving Obligations Under the IRA. Each Party acknowledges and agrees that, as of the Termination Date, no Party has any surviving rights, claims, or obligations under the IRA, except as expressly set forth in Section 3, including without limitation:

(a) information rights, including any rights to receive financial statements, budgets, operating plans, or other non-public information of the Company;

(b) rights of first refusal with respect to the issuance of new securities by the Company;

(d) co-sale rights or tag-along rights with respect to transfers of shares of Common Stock by any Party;

(e) drag-along rights with respect to any sale of the Company or any similar transaction;

(f) board observation rights, to the extent provided in the IRA, including any rights to attend meetings of the Board of Directors of the Company in a non-voting observer capacity; and

(g) any other rights, obligations, covenants, or agreements set forth in the IRA not otherwise enumerated in clauses (a) through (f) above.

For the avoidance of doubt, the termination of the IRA does not affect, impair, or diminish any rights or obligations arising under any other agreement among the Parties or any subset of the Parties, including, without limitation, the Registration Rights Agreement, any stockholders' agreement, any employment agreement, any indemnification agreement, or any other contract or arrangement that exists independently of the IRA.

SECTION 3 — SURVIVING PROVISIONS

3.1 Indemnification. Notwithstanding the termination of the IRA and the release set forth in Section 5, any indemnification obligations of the Company or any Party set forth in the IRA with respect to acts or omissions occurring prior to the Termination Date shall survive the termination of the IRA in accordance with their respective terms, including, without limitation, any obligations to indemnify, defend, and hold harmless any Investor or any officer, director, employee, agent, or representative of such Investor from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to acts or omissions of the Company or any other Party occurring prior to the Termination Date that would have given rise to an indemnification obligation under the IRA. Such surviving indemnification obligations shall continue in full force and effect until the expiration of any applicable statute of limitations or, if earlier, the satisfaction of all outstanding indemnification claims properly asserted prior to such expiration.

3.2 Registration Rights. The Parties acknowledge and agree that registration rights are governed by the separate Amended and Restated Registration Rights Agreement and are not affected by, and shall not be deemed terminated or impaired by, the termination of the IRA or the execution and delivery of this Agreement. For the avoidance of doubt, the following registration rights granted to CSP Fund IV and RGE Fund III under the Registration Rights Agreement continue in full force and effect and are not terminated, modified, or otherwise affected by this Agreement:

(a) Demand Registration Rights. CSP Fund IV and RGE Fund III each have the right to demand up to two (2) long-form registrations of their registrable securities under the Securities Act of 1933, as amended, subject to the terms and conditions set forth in the Registration Rights Agreement;

(b) Piggyback Registration Rights. CSP Fund IV and RGE Fund III each have the right to include their registrable securities in any registration statement filed by the Company for its own account or for the account of other security holders, subject to customary cutback provisions and other terms and conditions set forth in the Registration Rights Agreement; and

(c) S-3 Shelf Registration Rights. CSP Fund IV and RGE Fund III each have the right, commencing twelve (12) months after the effective date of the Registration Statement, to request that the Company file a registration statement on Form S-3 (or any successor form) for a shelf registration of their registrable securities, subject to the terms and conditions set forth in the Registration Rights Agreement.

Nothing in this Agreement shall be construed to amend, modify, supersede, or otherwise affect any provision of the Registration Rights Agreement.

3.3 Confidentiality. Any confidentiality obligations of the Parties under the IRA with respect to confidential information received by any Party prior to the Termination Date shall survive the termination of the IRA for a period of two (2) years following the Termination Date. During such two-year period, each Party shall continue to maintain the confidentiality of all confidential information received pursuant to or in connection with the IRA in accordance with the confidentiality provisions set forth therein, and shall not disclose, disseminate, or otherwise make available any such confidential information to any third party except as required by applicable law, regulation, or legal process, or as otherwise expressly permitted by the terms of the IRA. For the avoidance of doubt, information that becomes publicly available following the IPO (including, without limitation, financial information included in filings made by the Company with the SEC) shall not be deemed confidential information for purposes of this Section 3.3.

SECTION 4 — REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to each other Party as follows:

4.1 Authority. Such Party has all necessary power and authority (corporate, limited partnership, limited liability company, or individual, as applicable) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the Company has the corporate power and authority to enter into and perform this Agreement; CSP Fund IV has the limited partnership power and authority to enter into and perform this Agreement; RGE Fund III has the limited liability company power and authority to enter into and perform this Agreement; and each of Rourke and Tsujimoto has the legal capacity to enter into and perform this Agreement.

4.2 Due Authorization. The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all requisite action on the part of such Party. In the case of the Company, the execution and delivery of this Agreement have been duly authorized by its Board of Directors. In the case of CSP Fund IV, the execution and delivery of this Agreement have been duly authorized by Brindoval Trelvon Partners, L.P., its general partner. In the case of RGE Fund III, the execution and delivery of this Agreement have been duly authorized by Ridgeline Growth Equity, LLC, its managing member. No other proceedings, approvals, or consents on the part of any Party are necessary or required to authorize the execution, delivery, or performance of this Agreement.

4.3 No Conflict. The execution, delivery, and performance of this Agreement by such Party do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including any certificate of incorporation, bylaws, partnership agreement, operating agreement, or similar governing document) of such Party, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, any agreement, contract, instrument, obligation, or commitment to which such Party is a party or by which such Party or any of its assets are bound, or (c) violate any order, judgment, injunction, decree, statute, rule, or regulation applicable to such Party.

4.4 No Outstanding Claims. As of the date hereof, such Party has no claims, demands, causes of action, suits, proceedings, or complaints of any kind or nature whatsoever against any other Party arising under, out of, or relating to the IRA, and, except for indemnification obligations surviving pursuant to Section 3.1, each Party hereby releases and discharges each other Party from any and all such claims, demands, and causes of action, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that such Party now has, has ever had, or may have had against any other Party arising under, out of, or relating to the IRA.

SECTION 5 — RELEASE

5.1 Mutual Release. Effective as of the Termination Date, each Party (each, a "Releasing Party"), on behalf of itself and its respective successors, assigns, heirs, executors, administrators, agents, and representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges each other Party, together with such other Party's respective officers, directors, partners, members, managers, employees, agents, representatives, affiliates, successors, and assigns (each, a "Released Party"), from any and all claims, liabilities, obligations, demands, damages, losses, costs, expenses (including attorneys' fees), actions, causes of action, suits, debts, liens, contracts, agreements, judgments, and proceedings of every kind and nature, whether at law or in equity, whether known or unknown, suspected or unsuspected, matured or unmatured, accrued or unaccrued, arising out of, relating to, or in connection with the IRA, except for (a) obligations surviving pursuant to Section 3 of this Agreement and (b) any rights, claims, or obligations arising under any other agreement among the Parties, including, without limitation, the Registration Rights Agreement, any stockholders' agreement, any employment agreement, or any indemnification agreement.

5.2 Waiver of Unknown Claims. Each Party acknowledges that it may discover facts different from or in addition to those it now knows or believes to be true regarding the matters released herein. Each Party agrees that this release shall remain effective in all respects notwithstanding the discovery of any such additional or different facts, and each Party hereby expressly waives, to the fullest extent permitted by applicable law, any and all rights and benefits conferred by any statute, regulation, or common law principle of similar effect in any jurisdiction, which would otherwise limit the release set forth in this Section 5 to those claims known or suspected to exist at the time of execution of this Agreement. Each Party acknowledges that it has been advised by counsel regarding the effect of this waiver and that each Party nevertheless intends to provide a full, final, and complete release of the claims described herein.

SECTION 6 — MISCELLANEOUS

6.1 Entire Agreement. This Agreement, together with the IRA and the other agreements referenced herein (including the Registration Rights Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, warranties, and agreements, whether oral or written, among the Parties relating to the termination of the IRA. No Party has relied on any statement, representation, warranty, or agreement of any other Party except as expressly set forth in this Agreement.

6.2 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by each of the Parties. Any waiver of any provision of this Agreement shall be effective only if set forth in a written instrument signed by the Party against whom such waiver is to be enforced, and any such waiver shall be limited to the specific provision and the specific instance waived.

6.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties acknowledge that this governing law provision is consistent with, and was selected to be consistent with, the governing law provision set forth in Section 8.7 of the IRA.

6.4 Jurisdiction and Venue. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter, any federal court of the United States of America located in the State of Delaware, or, if no such federal court has jurisdiction, any other state court of the State of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address set forth in Section 6.8 or at such other address of which such Party shall have been notified in accordance with Section 6.8. Nothing in this Section 6.4 shall affect the right of any Party to serve legal process in any other manner permitted by applicable law.

6.5 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.5.

6.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law governing electronic signatures), and any counterpart so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.

6.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. In the event of any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties to the greatest extent permitted by applicable law.

6.8 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when transmitted by email (with confirmation of receipt), (c) upon receipt if sent by registered or certified mail, return receipt requested, postage prepaid, or (d) the next business day if sent by recognized overnight courier service, in each case to the following addresses (or to such other address as any Party may designate by written notice to the other Parties):

If to the Company:

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

Attention: Rachel Moynihan, General Counsel & Corporate Secretary

Email: rmoynihan@arborhealth.com

With a copy (which shall not constitute notice) to:

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

Attention: Theodore Langston

Email: tlangston@calderwoodharkness.com

If to CSP Fund IV:

Brindoval Trelvon Partners Fund IV, L.P. 600 Lexington Avenue, 38th Floor New York, NY 10022

Attention: Leonard Corbett, Managing Partner

Email: lmarsh@crestviewsummit.com

If to RGE Fund III:

Ridgeline Growth Equity Fund III, LLC 1 Maritime Plaza, Suite 2200 San Francisco, CA 94111

Attention: Howard Feng, Managing Director

Email: hfeng@ridgelinegrowth.com

If to Rourke:

Dr. Nathaniel Rourke c/o Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

Email: nrourke@arborhealth.com

If to Tsujimoto:

Margaret Tsujimoto c/o Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

Email: mtsujimoto@arborhealth.com

6.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Parties, and any purported assignment or delegation without such consent shall be null and void.

6.10 No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, claim, or cause of action of any nature whatsoever under or by reason of this Agreement.

6.11 Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions as may be reasonably requested by any other Party to carry out the provisions and purposes of this Agreement and to give effect to the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank — Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned Parties have caused this Termination Agreement to be duly executed and delivered as of the date first written above.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Dr. Nathaniel Rourke

Title: Co-Founder, Chairman & Chief Executive Officer

Date: February 13, 2024

BRINDOVAL TRELVON PARTNERS FUND IV, L.P.

By: Brindoval Trelvon Partners, L.P., its general partner

By: ________

Name: Leonard Corbett

Title: Managing Partner

Date: February 13, 2024

RIDGELINE GROWTH EQUITY FUND III, LLC

By: Ridgeline Growth Equity, LLC, its managing member

By: ________

Name: Howard Feng

Title: Managing Director

Date: February 13, 2024

DR. NATHANIEL ROURKE (Individual, in his capacity as Co-Founder and a Party to the IRA)

________________________________________

Dr. Nathaniel Rourke

Date: February 13, 2024

MARGARET TSUJIMOTO (Individual, in her capacity as Co-Founder and a Party to the IRA)

________________________________________

Margaret Tsujimoto

Date: February 13, 2024

EXHIBIT A

Copy of Amended and Restated Investors' Rights Agreement Dated as of October 22, 2020

The following is a reference copy of the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (the "IRA"), among Arbor Health Technologies Inc. (the "Company"), Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and the other parties thereto. The IRA was entered into in connection with the Company's Series D preferred stock financing.

The IRA is attached hereto for reference purposes only. The attachment of the IRA as an exhibit to this Termination Agreement is not intended to, and shall not, revive, reinstate, or otherwise affect the termination of the IRA as confirmed in this Termination Agreement.

Key Termination Provision: Section 7.1(a) of the IRA provides that the IRA shall automatically terminate, and be of no further force or effect, upon the consummation of a "Qualified IPO," defined in the IRA as an underwritten initial public offering of shares of the Company's common stock on a national securities exchange resulting in aggregate gross proceeds to the Company of not less than Two Hundred Million Dollars ($200,000,000). As confirmed in this Termination Agreement, the IPO constituted a Qualified IPO under this definition, and the IRA has accordingly terminated in accordance with its terms.

TERMINATION AGREEMENT
Regarding the Amended and Restated Investors' Rights Agreement
Dated as of February 13, 2024
Among
Arbor Health Technologies Inc.
Brindoval Trelvon Partners Fund IV, L.P.
Ridgeline Growth Equity Fund III, LLC
Dr. Nathaniel Rourke
and
Margaret Tsujimoto
This TERMINATION AGREEMENT (this "Agreement"), dated as of February 13, 2024 (the "Effective Date"), is entered into by and among:
(i) Arbor Health Technologies Inc., a Delaware corporation, with its principal offices at 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142 (the "Company");
(ii) Brindoval Trelvon Partners Fund IV, L.P., a Delaware limited partnership, with its principal offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022 ("CSP Fund IV");
(iii) Ridgeline Growth Equity Fund III, LLC, a Delaware limited liability company, with its principal offices at 1 Maritime Plaza, Suite 2200, San Francisco, CA 94111 ("RGE Fund III");
(iv) Dr. Nathaniel Rourke, an individual, Co-Founder, Chairman & Chief Executive Officer of the Company ("Rourke"); and
(v) Margaret Tsujimoto, an individual, Co-Founder & Chief Technology Officer of the Company ("Tsujimoto").
CSP Fund IV, RGE Fund III, Rourke, and Tsujimoto are each sometimes referred to herein individually as an "Investor" and collectively as the "Investors." The Company and the Investors are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement relates to that certain Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (as defined below, the "IRA"), entered into in connection with the Company's Series D preferred stock financing.
RECITALS
WHEREAS, the Parties are parties to that certain Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (the "IRA"), entered into in connection with the Company's Series D preferred stock financing. The IRA provides for, among other things, certain information rights, participation rights, rights of first refusal, co-sale rights, and related investor protections. The IRA was entered into among the Company, CSP Fund IV, RGE Fund III, Rourke, Tsujimoto, and certain other holders of the Company's equity securities;
WHEREAS, Section 7.1(a) of the IRA provides that the IRA shall automatically terminate upon the consummation of a "Qualified IPO," which is defined therein as an underwritten initial public offering of shares of the Company's common stock on a national securities exchange resulting in aggregate gross proceeds to the Company of not less than Two Hundred Million Dollars ($200,000,000). The Parties further acknowledge that certain registration rights set forth in the Amended and Restated Registration Rights Agreement, dated as of October 22, 2020, among the Company, CSP Fund IV, RGE Fund III, and the other parties thereto (the "Registration Rights Agreement"), which is a separate agreement, survive the termination of the IRA and are not affected thereby;
WHEREAS, the Company has filed a Registration Statement on Form S-1 (File No. 333-276841) with the Securities and Exchange Commission (the "SEC"), which was declared effective on February 8, 2024. On February 8, 2024, the Company priced 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, resulting in aggregate gross proceeds to the Company of Four Hundred Million Dollars ($400,000,000) (exclusive of the underwriters' overallotment option of up to 3,000,000 additional shares of Common Stock). The shares of Common Stock are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT." The IPO closed on February 13, 2024, with settlement and delivery of shares to the underwriters, with Whitfield Barrow & Co., LLC acting as the representative of the several underwriters, together with Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters");
WHEREAS, the IPO constitutes a "Qualified IPO" as defined in Section 7.1(a) of the IRA, as it is an underwritten initial public offering on the New York Stock Exchange (a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended) with aggregate gross proceeds to the Company of Four Hundred Million Dollars ($400,000,000), which exceeds the Two Hundred Million Dollar ($200,000,000) threshold specified in the IRA. The Parties desire to confirm and acknowledge the automatic termination of the IRA upon the consummation of the IPO; and
WHEREAS, the Parties are entering into this Agreement to memorialize, confirm, and acknowledge the termination of the IRA and to set forth certain related agreements among the Parties, including with respect to surviving obligations, mutual releases, and related matters.
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:
SECTION 1 — DEFINITIONS
1.1 As used in this Agreement, the following terms shall have the following meanings:
"Agreement" means this Termination Agreement, as it may be amended from time to time in accordance with Section 6.2.
"IRA" means the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020, among the Company, CSP Fund IV, RGE Fund III, Rourke, Tsujimoto, and the other parties thereto, a copy of which is attached hereto as Exhibit A for reference purposes.
"IPO" means the initial public offering of 20,000,000 shares of Common Stock, par value $0.001 per share, of the Company at a price to the public of $20.00 per share, consummated on February 13, 2024.
"Qualified IPO" has the meaning set forth in Section 7.1(a) of the IRA, which defines such term as an underwritten initial public offering of shares of the Company's common stock on a national securities exchange resulting in aggregate gross proceeds to the Company of not less than Two Hundred Million Dollars ($200,000,000).
"Registration Rights Agreement" means the Amended and Restated Registration Rights Agreement, dated as of October 22, 2020, among the Company, CSP Fund IV, RGE Fund III, and the other parties thereto, as amended from time to time.
"Registration Statement" means the Company's Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission, as amended, including all amendments and supplements thereto.
"Termination Date" has the meaning set forth in Section 2.2.
1.2 Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the IRA.
SECTION 2 — ACKNOWLEDGMENT AND CONFIRMATION OF TERMINATION
2.1 Termination of the IRA. Each Party hereby acknowledges and confirms that, upon the consummation of the IPO on February 13, 2024, the IRA has automatically terminated in accordance with Section 7.1(a) of the IRA, without any further action required by any Party. The aggregate gross proceeds to the Company from the IPO are Four Hundred Million Dollars ($400,000,000) (based on the sale of 20,000,000 shares of Common Stock at a public offering price of $20.00 per share), which exceeds the Two Hundred Million Dollar ($200,000,000) threshold required for a "Qualified IPO" as defined in Section 7.1(a) of the IRA. The IPO was conducted as an underwritten offering on the New York Stock Exchange, which is a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended. Accordingly, each of the conditions for automatic termination of the IRA set forth in Section 7.1(a) of the IRA has been satisfied.
2.2 Effectiveness of Termination. The termination of the IRA became effective as of the closing of the IPO on February 13, 2024 (the "Termination Date"). As of the Termination Date, all rights, obligations, covenants, and agreements of the Parties under the IRA have terminated and are of no further force or effect, except as expressly provided in Section 3 of this Agreement.
2.3 No Surviving Obligations Under the IRA. Each Party acknowledges and agrees that, as of the Termination Date, no Party has any surviving rights, claims, or obligations under the IRA, except as expressly set forth in Section 3, including without limitation:
(a) information rights, including any rights to receive financial statements, budgets, operating plans, or other non-public information of the Company;
(b) rights of first refusal with respect to the issuance of new securities by the Company;
(c) participation rights or pre-emptive rights with respect to future equity financings of the Company;
(d) co-sale rights or tag-along rights with respect to transfers of shares of Common Stock by any Party;
(e) drag-along rights with respect to any sale of the Company or any similar transaction;
(f) board observation rights, to the extent provided in the IRA, including any rights to attend meetings of the Board of Directors of the Company in a non-voting observer capacity; and
(g) any other rights, obligations, covenants, or agreements set forth in the IRA not otherwise enumerated in clauses (a) through (f) above.
For the avoidance of doubt, the termination of the IRA does not affect, impair, or diminish any rights or obligations arising under any other agreement among the Parties or any subset of the Parties, including, without limitation, the Registration Rights Agreement, any stockholders' agreement, any employment agreement, any indemnification agreement, or any other contract or arrangement that exists independently of the IRA.
SECTION 3 — SURVIVING PROVISIONS
3.1 Indemnification. Notwithstanding the termination of the IRA and the release set forth in Section 5, any indemnification obligations of the Company or any Party set forth in the IRA with respect to acts or omissions occurring prior to the Termination Date shall survive the termination of the IRA in accordance with their respective terms, including, without limitation, any obligations to indemnify, defend, and hold harmless any Investor or any officer, director, employee, agent, or representative of such Investor from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to acts or omissions of the Company or any other Party occurring prior to the Termination Date that would have given rise to an indemnification obligation under the IRA. Such surviving indemnification obligations shall continue in full force and effect until the expiration of any applicable statute of limitations or, if earlier, the satisfaction of all outstanding indemnification claims properly asserted prior to such expiration.
3.2 Registration Rights. The Parties acknowledge and agree that registration rights are governed by the separate Amended and Restated Registration Rights Agreement and are not affected by, and shall not be deemed terminated or impaired by, the termination of the IRA or the execution and delivery of this Agreement. For the avoidance of doubt, the following registration rights granted to CSP Fund IV and RGE Fund III under the Registration Rights Agreement continue in full force and effect and are not terminated, modified, or otherwise affected by this Agreement:
(a) Demand Registration Rights. CSP Fund IV and RGE Fund III each have the right to demand up to two (2) long-form registrations of their registrable securities under the Securities Act of 1933, as amended, subject to the terms and conditions set forth in the Registration Rights Agreement;
(b) Piggyback Registration Rights. CSP Fund IV and RGE Fund III each have the right to include their registrable securities in any registration statement filed by the Company for its own account or for the account of other security holders, subject to customary cutback provisions and other terms and conditions set forth in the Registration Rights Agreement; and
(c) S-3 Shelf Registration Rights. CSP Fund IV and RGE Fund III each have the right, commencing twelve (12) months after the effective date of the Registration Statement, to request that the Company file a registration statement on Form S-3 (or any successor form) for a shelf registration of their registrable securities, subject to the terms and conditions set forth in the Registration Rights Agreement.
Nothing in this Agreement shall be construed to amend, modify, supersede, or otherwise affect any provision of the Registration Rights Agreement.
3.3 Confidentiality. Any confidentiality obligations of the Parties under the IRA with respect to confidential information received by any Party prior to the Termination Date shall survive the termination of the IRA for a period of two (2) years following the Termination Date. During such two-year period, each Party shall continue to maintain the confidentiality of all confidential information received pursuant to or in connection with the IRA in accordance with the confidentiality provisions set forth therein, and shall not disclose, disseminate, or otherwise make available any such confidential information to any third party except as required by applicable law, regulation, or legal process, or as otherwise expressly permitted by the terms of the IRA. For the avoidance of doubt, information that becomes publicly available following the IPO (including, without limitation, financial information included in filings made by the Company with the SEC) shall not be deemed confidential information for purposes of this Section 3.3.
SECTION 4 — REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to each other Party as follows:
4.1 Authority. Such Party has all necessary power and authority (corporate, limited partnership, limited liability company, or individual, as applicable) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the Company has the corporate power and authority to enter into and perform this Agreement; CSP Fund IV has the limited partnership power and authority to enter into and perform this Agreement; RGE Fund III has the limited liability company power and authority to enter into and perform this Agreement; and each of Rourke and Tsujimoto has the legal capacity to enter into and perform this Agreement.
4.2 Due Authorization. The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all requisite action on the part of such Party. In the case of the Company, the execution and delivery of this Agreement have been duly authorized by its Board of Directors. In the case of CSP Fund IV, the execution and delivery of this Agreement have been duly authorized by Brindoval Trelvon Partners, L.P., its general partner. In the case of RGE Fund III, the execution and delivery of this Agreement have been duly authorized by Ridgeline Growth Equity, LLC, its managing member. No other proceedings, approvals, or consents on the part of any Party are necessary or required to authorize the execution, delivery, or performance of this Agreement.
4.3 No Conflict. The execution, delivery, and performance of this Agreement by such Party do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including any certificate of incorporation, bylaws, partnership agreement, operating agreement, or similar governing document) of such Party, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, any agreement, contract, instrument, obligation, or commitment to which such Party is a party or by which such Party or any of its assets are bound, or (c) violate any order, judgment, injunction, decree, statute, rule, or regulation applicable to such Party.
4.4 No Outstanding Claims. As of the date hereof, such Party has no claims, demands, causes of action, suits, proceedings, or complaints of any kind or nature whatsoever against any other Party arising under, out of, or relating to the IRA, and, except for indemnification obligations surviving pursuant to Section 3.1, each Party hereby releases and discharges each other Party from any and all such claims, demands, and causes of action, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that such Party now has, has ever had, or may have had against any other Party arising under, out of, or relating to the IRA.
SECTION 5 — RELEASE
5.1 Mutual Release. Effective as of the Termination Date, each Party (each, a "Releasing Party"), on behalf of itself and its respective successors, assigns, heirs, executors, administrators, agents, and representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges each other Party, together with such other Party's respective officers, directors, partners, members, managers, employees, agents, representatives, affiliates, successors, and assigns (each, a "Released Party"), from any and all claims, liabilities, obligations, demands, damages, losses, costs, expenses (including attorneys' fees), actions, causes of action, suits, debts, liens, contracts, agreements, judgments, and proceedings of every kind and nature, whether at law or in equity, whether known or unknown, suspected or unsuspected, matured or unmatured, accrued or unaccrued, arising out of, relating to, or in connection with the IRA, except for (a) obligations surviving pursuant to Section 3 of this Agreement and (b) any rights, claims, or obligations arising under any other agreement among the Parties, including, without limitation, the Registration Rights Agreement, any stockholders' agreement, any employment agreement, or any indemnification agreement.
5.2 Waiver of Unknown Claims. Each Party acknowledges that it may discover facts different from or in addition to those it now knows or believes to be true regarding the matters released herein. Each Party agrees that this release shall remain effective in all respects notwithstanding the discovery of any such additional or different facts, and each Party hereby expressly waives, to the fullest extent permitted by applicable law, any and all rights and benefits conferred by any statute, regulation, or common law principle of similar effect in any jurisdiction, which would otherwise limit the release set forth in this Section 5 to those claims known or suspected to exist at the time of execution of this Agreement. Each Party acknowledges that it has been advised by counsel regarding the effect of this waiver and that each Party nevertheless intends to provide a full, final, and complete release of the claims described herein.
SECTION 6 — MISCELLANEOUS
6.1 Entire Agreement. This Agreement, together with the IRA and the other agreements referenced herein (including the Registration Rights Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, warranties, and agreements, whether oral or written, among the Parties relating to the termination of the IRA. No Party has relied on any statement, representation, warranty, or agreement of any other Party except as expressly set forth in this Agreement.
6.2 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by each of the Parties. Any waiver of any provision of this Agreement shall be effective only if set forth in a written instrument signed by the Party against whom such waiver is to be enforced, and any such waiver shall be limited to the specific provision and the specific instance waived.
6.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties acknowledge that this governing law provision is consistent with, and was selected to be consistent with, the governing law provision set forth in Section 8.7 of the IRA.
6.4 Jurisdiction and Venue. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter, any federal court of the United States of America located in the State of Delaware, or, if no such federal court has jurisdiction, any other state court of the State of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address set forth in Section 6.8 or at such other address of which such Party shall have been notified in accordance with Section 6.8. Nothing in this Section 6.4 shall affect the right of any Party to serve legal process in any other manner permitted by applicable law.
6.5 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.5.
6.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law governing electronic signatures), and any counterpart so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.
6.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. In the event of any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties to the greatest extent permitted by applicable law.
6.8 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when transmitted by email (with confirmation of receipt), (c) upon receipt if sent by registered or certified mail, return receipt requested, postage prepaid, or (d) the next business day if sent by recognized overnight courier service, in each case to the following addresses (or to such other address as any Party may designate by written notice to the other Parties):
If to the Company:
Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Attention: Rachel Moynihan, General Counsel & Corporate Secretary
Email: rmoynihan@arborhealth.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Attention: Theodore Langston
Email: tlangston@calderwoodharkness.com
If to CSP Fund IV:
Brindoval Trelvon Partners Fund IV, L.P. 600 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Leonard Corbett, Managing Partner
Email: lmarsh@crestviewsummit.com
If to RGE Fund III:
Ridgeline Growth Equity Fund III, LLC 1 Maritime Plaza, Suite 2200 San Francisco, CA 94111
Attention: Howard Feng, Managing Director
Email: hfeng@ridgelinegrowth.com
If to Rourke:
Dr. Nathaniel Rourke c/o Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Email: nrourke@arborhealth.com
If to Tsujimoto:
Margaret Tsujimoto c/o Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Email: mtsujimoto@arborhealth.com
6.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Parties, and any purported assignment or delegation without such consent shall be null and void.
6.10 No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, claim, or cause of action of any nature whatsoever under or by reason of this Agreement.
6.11 Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions as may be reasonably requested by any other Party to carry out the provisions and purposes of this Agreement and to give effect to the transactions contemplated hereby.
[Remainder of Page Intentionally Left Blank — Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned Parties have caused this Termination Agreement to be duly executed and delivered as of the date first written above.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Dr. Nathaniel Rourke
Title: Co-Founder, Chairman & Chief Executive Officer
Date: February 13, 2024
BRINDOVAL TRELVON PARTNERS FUND IV, L.P.
By: Brindoval Trelvon Partners, L.P., its general partner
By: ________
Name: Leonard Corbett
Title: Managing Partner
Date: February 13, 2024
RIDGELINE GROWTH EQUITY FUND III, LLC
By: Ridgeline Growth Equity, LLC, its managing member
By: ________
Name: Howard Feng
Title: Managing Director
Date: February 13, 2024
DR. NATHANIEL ROURKE (Individual, in his capacity as Co-Founder and a Party to the IRA)
________________________________________
Dr. Nathaniel Rourke
Date: February 13, 2024
MARGARET TSUJIMOTO (Individual, in her capacity as Co-Founder and a Party to the IRA)
________________________________________
Margaret Tsujimoto
Date: February 13, 2024
EXHIBIT A
Copy of Amended and Restated Investors' Rights Agreement Dated as of October 22, 2020
The following is a reference copy of the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (the "IRA"), among Arbor Health Technologies Inc. (the "Company"), Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and the other parties thereto. The IRA was entered into in connection with the Company's Series D preferred stock financing.
The IRA is attached hereto for reference purposes only. The attachment of the IRA as an exhibit to this Termination Agreement is not intended to, and shall not, revive, reinstate, or otherwise affect the termination of the IRA as confirmed in this Termination Agreement.
Key Termination Provision: Section 7.1(a) of the IRA provides that the IRA shall automatically terminate, and be of no further force or effect, upon the consummation of a "Qualified IPO," defined in the IRA as an underwritten initial public offering of shares of the Company's common stock on a national securities exchange resulting in aggregate gross proceeds to the Company of not less than Two Hundred Million Dollars ($200,000,000). As confirmed in this Termination Agreement, the IPO constituted a Qualified IPO under this definition, and the IRA has accordingly terminated in accordance with its terms.

TERMINATION AGREEMENT

RECITALS

ARBOR HEALTH TECHNOLOGIES INC.

BRINDOVAL TRELVON PARTNERS FUND IV, L.P.

RIDGELINE GROWTH EQUITY FUND III, LLC

EXHIBIT A

Record

Parties

Dates

Amounts